AMENDMENT NO. 2 TO AMENDED AND RESTATED INCENTIVE COMPENSATION AGREEMENT
THIS AMENDMENT is made as of January 20, 1998, by Buckeye Management
Company, a Delaware corporation ("BMC" and the "General Partner"), and Buckeye
Partners, L.P., a Delaware limited partnership (the "Partnership").
WHEREAS, BMC and the Partnership have entered into an Amended and Restated
Incentive Compensation Agreement, dated as of March 22, 1996, as amended by
Amendment No. 1 to the Incentive Compensation Agreement, dated as of August 12,
1997 (the "Agreement");
WHEREAS, BMC and the Partnership desire to amend the Agreement to reflect
the issuance of limited partnership units ("LP Units") of the Partnership in
connection with a two-for-one LP Unit split payable to holders of record of LP
Units on January 29, 1998;
WHEREAS, Section 3.6 of the Agreement provides that the Agreement may be
amended only after complying with Section 17.4(a) of the Amended and Restated
Agreement of Limited Partnership, dated as of December 15, 1986, as amended (the
"Partnership Agreement"), which provides that, without the prior approval of a
two-thirds interest of the limited partners of the Partnership, the General
Partner shall not amend the Agreement in any material respect, unless such
amendment does not, in the good faith opinion of the General Partner, adversely
affect the limited partners of the Partnership in any material respect;
WHEREAS, the Board of Directors of the General Partner, on behalf of the
General Partner and the Partnership, have approved this Amendment;
WHEREAS, the Board of Directors of the General Partner, on behalf of the
General Partner, has further determined that this Amendment does not adversely
affect the limited partners of the Partnership in any material respect.
NOW THEREFORE, intending to be legally bound, the Agreement is hereby
amended as follows:
1. Section 1.4 of the Agreement is hereby amended and restated in its
entirety as follows:
"IPO Price" is $10.00 per Unit.
2. Section 1.10 of the Agreement is hereby amended and restated in its
entirety as follows:
"Target Quarterly Amount" is $.325 per quarter.
3. Section 2.1 of the Agreement is hereby amended and restated in its
entirety as follows:
"Quarterly Incentive Compensation" If Quarterly Cash To Be Distributed
for any calendar quarter exceeds the Aggregate Target Quarterly
Amount, the Partnership shall, subject to Section 2.3, pay the General
Partner incentive compensation equal to the sum of (a) 15% of the
portion of the Quarterly Cash To Be Distributed which (i) exceeds
$.325 per LP Unit and (ii) does not exceed $.35 per LP Unit; (b) 25%
of the portion of the Quarterly Cash To Be Distributed which (i)
exceeds $.35 per LP Unit and (ii) does not exceed $.375 per LP Unit;
(c) 30% of the portion of the Quarterly Cash To Be Distributed which
(i) exceeds $.375 per LP Unit and (ii) does not exceed $.40 per LP
Unit; (d) 35% of the portion of the Quarterly Cash To Be Distributed
which (i) exceeds $.40 per LP Unit and (ii) does not exceed $.425 per
LP Unit, (e) 40% of the portion of the Quarterly Cash To Be
Distributed which (i) exceeds $.425 per LP Unit and (ii) does not
exceed $.525 per LP Unit; and (f) 45% of the portion of the Quarterly
Cash To Be Distributed which exceeds $.525 per LP Unit.
4. The following new Section 2.5 is hereby added to the Agreement:
"2.5 Certain Events. If there is a change in the LP Units to divide
the outstanding LP Units into a greater number of LP Units or to
combine outstanding LP Units into a smaller number of LP Units, in
each case in accordance with the terms and conditions of the
Partnership Agreement, the amounts reflected in Sections 1.4, 1.10 and
2.1 hereof shall be adjusted automatically to reflect such division or
combination and shall apply to all subsequent calculations of
incentive compensation payable to the General Partner."
5. All terms used herein but not otherwise defined herein shall have the
meaning ascribed to them in the Agreement.
6. Any provision of the Agreement which is inconsistent with the
provisions of this Amendment shall be deemed amended to effectuate the intention
expressed herein. Every other provision of the Agreement shall remain unchanged
and in full force and effect.
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IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
hereto as of the date first above written.
BUCKEYE MANAGEMENT COMPANY
By: _________________________________
Name:
Title:
BUCKEYE PARTNERS, L.P.
BY: BUCKEYE MANAGEMENT COMPANY,
AS GENERAL PARTNER
By: _________________________________
Name:
Title:
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