AMENDMENT TO MANAGEMENT AGREEMENT
THIS AMENDMENT dated as of August 12, 1997 is entered into among
Buckeye Management Company, a Delaware corporation (the "General Partner"),
BUCKEYE PIPE LINE COMPANY, a Delaware corporation ("BPLC") and GLENMOOR PARTNERS
LLP ("Glenmoor"), a Pennsylvania limited liability partnership
WITNESSETH:
WHEREAS, the General Partner, BPLC and Glenmoor are parties to a
Management Agreement, dated as of March 22, 1996 (the "Management Agreement");
and
WHEREAS, the parties to the Management Agreement desire to amend the
Management Agreement in connection with the ESOP Restructuring more fully
described in the Buckeye Partners, L.P. Proxy Statement dated June 24, 1997 to
reflect the fact that certain partners of Glenmoor who are also executive
officers or director-level managers of BPLC and who are currently employed by
Glenmoor will become employed by Buckeye Pipe Line Services Company, a Delaware
corporation, on the date hereof;
NOW THEREFORE, intending to be legally bound, the Management Agreement
is hereby amended as follows:
1. The first word of the last sentence of Article I of the
Management Agreement is hereby changed from "Employees" to "Partners."
2. The last three sentences of Article II of the Management
Agreement are hereby deleted in their entirety.
3. All terms used herein but not otherwise defined herein shall have
the meaning set forth for such terms in the Management Agreement.
4. Any provision of the Management 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 Management Agreement
shall remain unchanged and in full force and effect.
5. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, this Amendment has been executed as of the day and
year first above written.
BUCKEYE MANAGEMENT COMPANY
By:
--------------------------------
Name:
Title:
BUCKEYE PIPE LINE COMPANY
By:
--------------------------------
Name:
Title:
GLENMOOR PARTNERS LLP
By:
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Name:
Title:
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