0001104659-06-054668 Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P. (As Amended and Restated as of August 9, 2006)
Limited Partnership Agreement • August 14th, 2006 • Buckeye Partners L P • Pipe lines (no natural gas) • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of August 9, 2006 (the “Agreement”), is entered into by and among Buckeye GP LLC, a Delaware limited liability company (together with any successor in its capacity as general partner of the Partnership, the “General Partner”), and the additional Persons that are or become Partners of the Partnership as provided herein.

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PIPE LINE COMPANY, L.P. (As Amended and Restated as of August 9, 2006)
Limited Partnership Agreement • August 14th, 2006 • Buckeye Partners L P • Pipe lines (no natural gas) • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of August 9, 2006, is entered into between MAINLINE L.P., a Delaware limited partnership (the “General Partner”), and BUCKEYE PARTNERS, L.P. (the “MLP”), a Delaware limited partnership.

THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of August 8, 2006 Between BUCKEYE PIPE LINE COMPANY, L.P. and MAINLINE L.P.
Management Agreement • August 14th, 2006 • Buckeye Partners L P • Pipe lines (no natural gas) • Pennsylvania

THIS THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 8, 2006, is entered into between BUCKEYE PIPE LINE COMPANY, L.P., a Delaware limited partnership (the “Partnership”), and MAINLINE L.P., a Delaware limited partnership (the “Manager”).

FIFTH AMENDED AND RESTATED INCENTIVE COMPENSATION AGREEMENT
Incentive Compensation Agreement • August 14th, 2006 • Buckeye Partners L P • Pipe lines (no natural gas) • Delaware

This Fifth Amended and Restated Incentive Compensation Agreement, dated as of August 9, 2006 (this “Agreement”), is entered into between BUCKEYE GP LLC, a Delaware limited liability company (“General Partner”), and BUCKEYE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”).

FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT
Exchange Agreement • August 14th, 2006 • Buckeye Partners L P • Pipe lines (no natural gas) • Delaware

THIS FOURTH AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated as of August 9, 2006, is entered into among MAINLINE SUB LLC, a Delaware limited liability company (“Holdco”), BUCKEYE GP LLC, a Delaware limited liability company (the “General Partner”), BUCKEYE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), MAINLINE L.P., a Delaware limited partnership (the “OLP GP”), BUCKEYE PIPE LINE COMPANY, L.P., a Delaware limited partnership (“BPLCLP”), LAUREL PIPE LINE COMPANY, L.P., a Delaware limited partnership (“Laurel”), EVERGLADES PIPE LINE COMPANY, L.P., a Delaware limited partnership (“Everglades”), and BUCKEYE PIPE LINE HOLDINGS, L.P., a Delaware limited partnership (collectively with BPLCLP, Laurel, and Everglades, the “Operating Partnerships”).

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