BUCKEYE PARTNERS L P
AMENDED AND RESTATED MANAGEMENT AGREEMENT
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<TYPE>EX-10.9
<SEQUENCE>11
<FILENAME>w69757exv10w9.txt
<DESCRIPTION>AMENDED AND RESTATED MANAGEMENT AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.9

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                              AMENDED AND RESTATED

                              MANAGEMENT AGREEMENT

                          Dated as of December 15, 2004

                              among BUCKEYE GP LLC

                                       and

                                MAINLINE SUB LLC

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                    AMENDED AND RESTATED MANAGEMENT AGREEMENT

            THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (the "Agreement"),
dated as of December 15, 2004, is entered into among BUCKEYE GP LLC, a Delaware
limited liability company (the "General Partner"), and MainLine Sub LLC, a
Delaware limited liability company ("Holdco").

                                   WITNESSETH:

            WHEREAS, pursuant to a Management Agreement, dated as of January 1,
1998 (the "Prior Agreement"), Buckeye Management Company ("BMC") and Buckeye
Pipe Line Company ("BPLC") engaged Glenmoor Ltd. ("Glenmoor") to provide senior
management services to BMC and BPLC;

            WHEREAS, pursuant to Section 266 of the Delaware General Corporation
Law and Section 18-214 of the Delaware Limited Liability Company Act, BPLC, BMC
and Glenmoor converted as of May 4, 2004 to Delaware limited liability
companies;

            WHEREAS, BPLC is the former general partner of Buckeye Partners,
L.P., a publicly traded Delaware limited partnership (the "Partnership") and
each of Buckeye Pipe Line Company, L.P., Buckeye Pipe Line Holdings, L.P.,
Laurel Pipe Line Company, L.P. and Everglades Pipe Line Company, L.P., each a
Delaware limited partnership (together, the "Operating Partnerships");

            WHEREAS, pursuant to a Contribution, Assignment and Assumption
Agreement dated December 15, 2004 (the "Assignment Agreement"), BPLC assigned
its general partner interests in the Partnership and the Operating Partnerships
to General Partner, and the General Partner assumed various liabilities related
to the general partner interests from BPLC, including all of BPLC's liabilities
under this Agreement;

            WHEREAS, Holdco is the successor of the merger of BMC and BPLC with
and into Glenmoor, which, simultaneously with such merger, changed its name to
MainLine Sub LLC; and

            WHEREAS, the parties hereto desire to amend and restate this
Agreement as set forth herein to clarify the relationships between the parties
in light of the organizational changes recited above.

            NOW, THEREFORE, in consideration of the mutual promises hereinafter
set forth and intending to be legally bound, the General Partner and Holdco
hereby agree as follows:

                                   ARTICLE I

                              Engagement of Holdco

            The General Partner hereby engages Holdco as managing agent, and
Holdco accepts its engagement by the General Partner, to manage the business and
affairs of the General Partner under the supervision and control of the board of
directors of the General Partner.

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Management functions to be performed by Holdco shall include, among other
things, supervision of day-to-day activities, insurance management, risk
management, strategic planning, acquisition and financial planning and advice
regarding corporate and partnership governance issues. Employees of Holdco may
also serve as officers and directors of the General Partner, as they may be duly
elected from time to time by the board of directors of the General Partner.

                                   ARTICLE II

                                  Compensation

            In consideration for the services to be performed hereunder, the
General Partner shall pay Holdco an annual management fee, the amount of which
shall be approved each year by the disinterested directors of the General
Partner. In connection with such annual approval, Holdco shall submit to the
board of directors of the General Partner an itemized report on the components
of the management fee in reasonable detail, consistent with past practice.
Except to the extent such reimbursement obligations have been released pursuant
to the terms and conditions of the Third Amended and Restated Exchange
Agreement, dated as of December 15, 2004, among Holdco, the General Partner, the
Partnership, and the Operating Partnerships, the management fee shall be based
on the reimbursement of all costs and expenses (direct or indirect) incurred by
Holdco which are directly or indirectly related to the capitalization, business
or activities of the Partnership and the Operating Partnerships, including the
salaries, bonuses and benefits (including without limitation participation in
all retirement, savings, welfare, workers' compensation and other benefit plans
maintained by the General Partner for its employees) of employees of Holdco
reasonably allocated to the General Partner based upon time spent on behalf of
the Partnership and the Operating Partnerships. The management fee shall include
a "Senior Administrative Charge" of not less than $975,000 to compensate Holdco
for certain senior management functions set forth in Article I hereof. This
Senior Administrative Charge component of the management fee shall be
specifically approved by the disinterested directors of the General Partner in
connection with its annual approval of the management fee.

                                  ARTICLE III

                               Outside Activities

            Holdco shall be entitled to and may have business interests and
engage in business activities in addition to those relating to the business of
the General Partner, the Partnership or any Operating Partnership for its own
account and for the account of others, without having or incurring any
obligation to offer any interest in such businesses or activities to the General
Partner, the Partnership or any Operating Partnership; provided, however, that
Holdco shall not engage in any businesses or activities that are in direct
competition with the General Partner, the Partnership or any Operating
Partnership unless Holdco has received prior written consent of the
disinterested directors of the General Partner to engage in such competitive
activities. Neither the General Partner, the Partnership, any Operating
Partnership, nor any limited partner of the Partnership, shall have any rights
by virtue of this Agreement, or the relationship created hereby, in any such
business interests of Holdco.

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                                   ARTICLE IV

                      Liability of Holdco; Indemnification

      4.01 Liability of Holdco. Notwithstanding anything to the contrary in this
Agreement, and except to the extent required by applicable law, neither Holdco,
any person who is or was a director, officer, manager, member, employee or agent
of Holdco, or any person who is or was serving at the request of Holdco as a
director, officer, manager, member, partner, trustee, employee or agent of
another person (collectively, the "Indemnitees") shall be liable to the General
Partner for any action taken or omitted to be taken by such Indemnitee, provided
that such action was taken in good faith and such action or omission does not
involve the gross negligence or willful misconduct of such Indemnitee. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere, or its equivalent, shall not, of
itself, create a presumption that an Indemnitee did not act in good faith or
that an action or omission involves gross negligence or willful misconduct.

      4.02 Indemnification. (a) The General Partner shall, to the fullest extent
permitted by applicable law, jointly and severally indemnify each Indemnitee
against expenses (including legal fees and expenses), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by such Indemnitee,
in connection with any threatened, pending or completed action, suit or
proceeding to which such Indemnitee was or is a party or is threatened to be
made a party by reason of the Indemnittee's status as (i) as managing agent
under this Agreement; (ii) a director, officer, manager, member, employee or
agent of Holdco; or (iii) a person serving at the request of Holdco in another
entity in similar capacity, and which relates to this Agreement or the property,
business, affairs or management of the General Partner, provided that the
Indemnitee acted in good faith, and the act or omission which is the basis of
such demand, claim, action, suit or proceeding does not involve the gross
negligence or willful misconduct of such Indemnitee.

            (b) Expenses (including legal fees and expenses) incurred in
defending any proceeding subject to Section 4.02(a) hereof shall be paid by the
General Partner in advance of the final disposition of such proceeding upon
receipt of an undertaking (which need not be secured) by or on behalf of the
Indemnitee to repay such amount if it shall ultimately be determined, by a court
of competent jurisdiction, that the Indemnitee is not entitled to be indemnified
by the General Partner as authorized hereunder.

            (c) The indemnification provided by Section 4.02(a) hereof shall be
in addition to any other rights to which the Indemnitees may be entitled and
shall continue as to an Indemnitee who has ceased to serve in a capacity for
which the Indemnitee is entitled to indemnification, and shall inure to the
benefit of the heirs, successors, assigns, administrators and personal
representatives of the Indemnitee.

            (d) To the extent commercially reasonable, the General Partner shall
purchase and maintain, or cause to be purchased and maintained, insurance on
behalf of the Indemnitees against any liability which may be asserted against,
or expense which may be incurred by, such Indemnitees in connection with the
General

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Partner's activities, whether or not the General Partner would have the power to
indemnify such Indemnitees against such liability under the provisions of this
Agreement.

            (e) An Indemnitee shall not be denied indemnification in whole or in
part under Section 4.02(a) hereof because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement and the Partnership's
Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement").

            (f) The provisions of this Article IV are for the benefit of the
Indemnitees and their heirs, successors, assigns, administrators and personal
representatives, and shall not be deemed to create any rights for the benefit of
any other persons.

                                   ARTICLE V

                         No Interest Conveyed to Holdco

            This Agreement is a management agreement only and does not convey to
Holdco any right, title or interest in or to any assets of the General Partner,
except that Holdco shall have and is hereby granted a license to enter upon and
use such assets for the purpose of performing its duties and obligations
hereunder.

                                   ARTICLE VI

                                      Term

            The term of this Agreement shall commence as of the date hereof and
shall continue until the earlier of (i) the dissolution and liquidation of the
Partnership, (ii) the dissolution and liquidation of Holdco or (iii) the removal
of the General Partner as general partner of the Partnership. Notwithstanding
the foregoing, the General Partner may terminate this Agreement on not less than
180 days' prior written notice upon a determination by the disinterested
directors of the General Partner that continuation of this Agreement is not in
the best interests of the Partnership; provided, however, that if the General
Partner terminates this Agreement pursuant to the foregoing clause for reasons
other than the bad faith, gross negligence or willful misconduct of Holdco or
its directors, officers or employees in connection with a matter material to the
Partnership, the General Partner shall pay Holdco promptly following the
effective date of Holdco's termination a termination fee equal to (i) the
previous year's Senior Administrative Charge multiplied by three, plus (ii) any
amount outstanding pursuant to Article II hereof, including reimbursement of
severance obligations arising out of the termination of this Agreement by the
General Partner which have been approved by the appropriate committee of the
board of directors of the General Partner.

                                  ARTICLE VII

                               General Provisions

      7.01 Address and Notices. Any notice under this Agreement shall be deemed
given if received in writing by the General Partner at its principal offices
located at 5002

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Buckeye Road, P.O. Box 368, Emmaus, PA 18049 or by Holdco at its principal
offices located at 5 Radnor Corporate Center, 100 Matsonford Road, Radnor,
Pennsylvania 19087.

      7.02 Headings. All article or section headings in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any of the provisions hereof.

      7.03 Assignment; Binding Effect. This Agreement may not be assigned by
Holdco without the prior written consent of the disinterested directors of the
General Partner. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their permitted successors and assigns.

      7.04 Entire Agreement. This Agreement constitutes the entire agreement
between the parties with regard to management services to be provided by Holdco
to the General Partner and supersedes all prior agreements or understandings
between the General Partner and Holdco or their agents with regard to such
services.

      7.05 Modification; Waiver. No modification or waiver of any provision of
this Agreement shall be valid unless it is in writing and signed by the party
against whom it is sought to be enforced. No failure by any party to insist upon
the strict performance of any covenant, duty, agreement or condition of this
Agreement, or to exercise any right or remedy consequent upon a breach thereof,
shall constitute a waiver of any such breach or of any other covenant, duty,
agreement or condition. No waiver at any time of any provision of this Agreement
shall be deemed a waiver of any other provision of this Agreement at that time
or a waiver of that or any other provision at any other time.

      7.06 Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on
the parties hereto.

      7.07 Accounting Principles. All financial reports requested to be rendered
under this Agreement shall be prepared in accordance with generally accepted
accounting principles.

      7.08 Severability. If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions hereof, or of such provision in other
respects, shall not be affected thereby.

      7.09 Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania without giving
effect to any conflict of laws provisions.

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            IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first above written.

                                  BUCKEYE GP LLC

                                  By: /s/ Robert B. Wallace
                                      ------------------------------------------
                                  Name: Robert B. Wallace
                                  Title: Senior Vice President - Finance and
                                  Chief Financial Officer

                                  MainLine Sub LLC

                                  By: /s/ Stephen C. Muther
                                      ------------------------------------------
                                  Name: Stephen C. Muther
                                  Title: Senior Vice President - Administration,
                                  General Counsel and Secretary

                   [Amended and Restated Management Agreement]

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