AMENDMENT NO. 1 TO AMENDED AND RESTATED INCENTIVE
COMPENSATION AGREEMENT
THIS AMENDMENT is made as of August 12, 1997 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 (the "Agreement");
WHEREAS, BMC and the Partnership desire to amend the Agreement in
connection with the issuance of limited partnership units ("LP Units") of the
Partnership to Buckeye Pipe Line Services Company, a Pennsylvania corporation,
sponsor of the BMC Acquisition Company Employee Stock Ownership Plan (the
"ESOP"), in exchange for 63,000 shares of BMC Acquisition Company Series A
Convertible Preferred Stock, stated value $1,000 per share (the "ESOP LP
Units");
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 a special committee of disinterested directors of the Board
of Directors of the General Partner (the "Special Committee"), on behalf of the
Partnership, have approved this Amendment;
WHEREAS, the Special Committee 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. A new definition of "ESOP LP Units" shall be added to Article I which
shall mean the LP Units issued to Buckeye Pipe Line Services Company, regardless
of whether such LP Units continue to be held by Buckeye Pipe Line Services
Company.
2. Section 1.7 of the Agreement is hereby amended and restated in its
entirety as follows:
"Quarterly Cash To Be Distributed" for any quarter means the Available
Cash for such quarter (excluding cash to be distributed in a Special
Distribution) less retentions of Available Cash necessary to pay the
General Partner incentive compensation pursuant to this Agreement and
less cash distributed by the Partnership to the holders of the ESOP LP
Units.
3. Section 1.8 of the Agreement is hereby amended and restated in its
entirety as follows:
"Special Cash To Be Distributed" means the cash or fair market value
of securities to be distributed in a Special Distribution, less cash
or fair market value of securities distributed by the Partnership to
the holders of ESOP LP Units.
4. Section 1.9 of the Agreement is hereby amended and restated in its
entirety as follows:
"Special Distribution" means any special cash distribution to
Unitholders in excess of $10 million from the proceeds of a financing,
sale of assets or disposition (or a series of related financings,
sales of assets or dispositions) or a special distribution of
marketable securities with a fair market value in excess of $10
million; provided, however, that no such special distribution from the
proceeds of a financing shall be made without the approval of the
disinterested directors of the board of directors of the General
Partner or a committee thereof.
5. 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 $.65
per LP Unit and (ii) does not exceed $.70 per LP Unit; (b) 25% of the
portion of the Quarterly Cash To Be Distributed which (i) exceeds $.70
per LP Unit and (ii) does not exceed $.75 per LP Unit; (c) 30% of the
portion of the Quarterly Cash To Be Distributed which (i) exceeds $.75
per LP Unit and (ii) does not exceed $.80 per LP Unit; (d) 35% of the
portion of the Quarterly Cash To Be Distributed which (i) exceeds $.80
per LP Unit and (ii) does not exceed $.85 per LP Unit, (e) 40% of the
portion of the Quarterly Cash To Be Distributed which (i) exceeds $.85
per LP Unit and (ii) does not exceed $1.05 per LP Unit; and (f) 45% of
the portion of the Quarterly Cash To Be Distributed which exceeds
$1.05 per LP Unit.
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6. All terms used herein but not otherwise defined herein shall have the
meaning ascribed to them in the Agreement.
7. 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.
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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