Form of Underwriting AgreementUnderwriting Agreement • July 17th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • New York
THIRD AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAINLINE MANAGEMENT LLCLimited Liability Company Agreement • July 17th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware
THIS THIRD AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAINLINE MANAGEMENT LLC (as amended from time to time, this “Agreement”), is made as of the day of , 2006, by Carlyle/Riverstone BPL Holdings II, L.P. (the “Member”), a Delaware limited partnership, as the sole member.
BUCKEYE GP HOLDINGS L.P. CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • July 17th, 2006 • Buckeye GP Holdings L.P. • Pipe lines (no natural gas) • Delaware
This Contribution, Conveyance and Assumption Agreement, dated as of ______________, 2006, is entered into by and among THE LIMITED PARTNERS OF MAINLINE L.P., a Delaware limited partnership (“MainLine”) listed on Schedule A hereto (such limited partners, the “Initial Limited Partners”), MAINLINE, BUCKEYE GP LLC, a Delaware limited liability company (“Buckeye GP”), BUCKEYE GP HOLDINGS L.P., a Delaware limited partnership (the “Partnership”), MAINLINE MANAGEMENT LLC, a Delaware limited liability company (the “General Partner”), and MAINLINE GP, INC., a Delaware corporation (“MainLine GP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein will have the meanings assigned to such terms in Section 1.1.
