CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Agreement"), dated as of December 31, 1998, is made by and between Buckeye
Management Company, a Delaware corporation (the "Corporation"), and Buckeye Pipe
Line Company, a Delaware corporation and wholly-owned subsidiary of the
Corporation ("Pipe Line").
W I T N E S S E T H
WHEREAS, the Corporation holds a 1% general partnership
interest (the "GP Interest") in Buckeye Partners, L.P., a Delaware limited
partnership (the "Partnership"), and serves as the sole general partner of the
Partnership;
WHEREAS, the Corporation desires to contribute to Pipe Line
certain assets, including the Corporation's GP Interest, and Pipe Line desires
to assume the role of successor general partner of the Partnership under the
Amended and Restated Agreement of Limited Partnership, as amended and restated
as of July 17, 1998 (the "Partnership Agreement"), as well as certain other
liabilities of the Corporation, upon the terms and subject to the conditions set
forth herein; and
WHEREAS, Section 11.1 of the Partnership Agreement allows the
Corporation to transfer the GP Interest to Pipe Line; and
WHEREAS, Section 11.2 of the Partnership Agreement provides
that any transferee of the GP Interest pursuant to Section 11.1 shall
automatically be admitted to the Partnership as successor general partner of the
Partnership, and that the transferor of such GP Interest shall automatically
cease to be the general partner of the Partnership.
NOW THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1. Contribution and Assignment. The Corporation hereby grants, bargains, sells,
conveys, assigns, transfers and delivers all of the assets described on Exhibit
A hereto (the "Assets") to Pipe Line, and its successors and assigns, and Pipe
Line hereby accepts such Assets, as a contribution to capital, at and as of the
date hereof.
2. Assumption of Liabilities. As consideration for the grant, bargain, sale,
conveyance, assignment, transfer and delivery made under Section 1 hereof, Pipe
Line hereby assumes and agrees to perform and fully discharge all of the
liabilities described on Exhibit B
hereto (the "Liabilities"). Pipe Line hereby agrees to indemnify, defend and
hold harmless the Corporation, its successors and assigns, of and from any and
all costs, liabilities and expense, including court costs and attorneys fees,
arising from or connected with the Liabilities hereby assumed.
3. Further Assurances. The Corporation hereby covenants and agrees that, at any
time and from time to time after the delivery of this Agreement, at Pipe Line's
request and expense, the Corporation, its successors and assigns will do,
execute, acknowledge and deliver, or will cause to be done, executed,
acknowledged and delivered, any and all such further acts, conveyances,
transfers, assignments, powers of attorney and assurances as Pipe Line
reasonably may require to more effectively grant, convey, assign, transfer, set
over to or vest in Pipe Line the Assets, or to better enable Pipe Line to
realize upon or otherwise enjoy the Assets or to carry into effect the intent
and purposes of this Agreement.
4. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without reference to the
choice of law principles thereof.
5. Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original, but all of which shall be considered one and
the same agreement.
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IN WITNESS WHEREOF, this Agreement has been signed by or on
behalf of each of the parties as of the date first written above.
BUCKEYE MANAGEMENT COMPANY
By /s/ Xxxxxxx X. Xxxx, Xx.
------------------------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: President and Chief Operating Officer
BUCKEYE PIPE LINE COMPANY
By /s/ Xxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President, Finance and Chief
Financial Officer
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EXHIBIT A
ASSETS
1. Units representing the 1% general partnership interest in Buckeye Partners,
L.P., together with all right, title and interest of the Corporation in, to and
under that certain Amended and Restated Agreement of Limited Partnership of
Buckeye Partners, L.P., as amended and restated as of July 17, 1998;
2. All rights, title and interest of the Corporation in and to the Debt Service
Reserve Account maintained under the Amended and Restated Collateral Assignment
of Deposit Accounts, dated as of August 12, 1997 (the ACollateral Assignment@),
among CoreStates Bank, N.A., as Collateral Trustee, the Corporation, and certain
of its affiliates;
3. All goodwill of the Corporation;
4. All right, title and interest of the Corporation in, to and under that
certain Amended and Restated Incentive Compensation Agreement dated as of March
22, 1996, as amended as of August 12, 1997, between the Corporation and Buckeye
Partners, L.P.;
5. All right, title and interest of the Corporation in, to and under that
certain Management Agreement dated as of January 1, 1998, among the Corporation,
Buckeye Pipe Line Company, and Glenmoor, Ltd.;
6. All right, title and interest of the Corporation in, to and under that
certain Services Agreement, dated as of August 12, 1997, among the Corporation,
Buckeye Pipe Line Company and Buckeye Pipe Line Services Company; and
7. All right, title and interest of the Corporation in, to and under that
certain Exchange Agreement, dated as of August 12, 1997, among the Corporation,
Buckeye Partners, L.P., Buckeye Pipe Line Company, Buckeye Pipe Line Company,
L.P., Buckeye Pipe Line Company of Michigan, L.P., Laurel Pipe Line Company,
L.P., Everglades Pipe Line Company, L.P., Buckeye Tank Terminals, L.P., and BMC
Acquisition Company (now known as Glenmoor, Ltd.).
EXHIBIT B
LIABILITIES
1. All liabilities and obligations of the Corporation under that certain Amended
and Restated Incentive Compensation Agreement dated as of March 22, 1996, as
amended as of August 12, 1997, between the Corporation and Buckeye Partners,
L.P., arising after the date hereof;
2. All liabilities and obligations of the Corporation under that certain
Management Agreement dated as of January 1, 1998, among the Corporation, Buckeye
Pipe Line Company, and Glenmoor, Ltd., arising after the date hereof; and
3. All liabilities and obligations of the Corporation under that certain
Services Agreement, dated as of August 12, 1997, among the Corporation, Buckeye
Pipe Line Company and Buckeye Pipe Line Services Company, arising after the date
hereof;
4. All liabilities and obligations of the Corporation under that certain
Exchange Agreement, dated as of August 12, 1997, among the Corporation, Buckeye
Partners, L.P., Buckeye Pipe Line Company, Buckeye Pipe Line Company, L.P.,
Buckeye Pipe Line Company of Michigan, L.P., Laurel Pipe Line Company, L.P.,
Everglades Pipe Line Company, L.P., Buckeye Tank Terminals, L.P., and BMC
Acquisition Company (now known as Glenmoor, Ltd.), arising after the date
hereof.
5. All liabilities and obligations of the Corporation as the general partner
under the Amended and Restated Agreement of Limited Partnership of Buckeye
Partners, L.P., as amended and restated as of July 17, 1998, arising after the
date hereof.
