BUCKEYE GP HOLDINGS LP (BGH)

(a)       Evaluation of Disclosure Controls and Procedures.

The management of MainLine Management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of its disclosure controls and procedures for BGH as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that MainLine Management’s disclosure controls and procedures as of the end of the period covered by this report are designed and functioning effectively to provide reasonable assurance that the information required to be disclosed by BGH in reports filed under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.  A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b)       Management’s Report on Internal Control Over Financial Reporting.

Management’s report on internal control over financial reporting is set forth in Item 8 of this annual report on Form 10-K and is incorporated by reference herein.

(c)       Change in Internal Control Over Financial Reporting.

No change in MainLine Management’s internal control over financial reporting for BGH occurred during BGH’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, MainLine Management’s internal control over financial reporting.

(a)       Evaluation of Disclosure Controls and Procedures.

The
management of MainLine Management, with the participation of its Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
its disclosure controls and procedures for BGH as of the end of the period covered
by this report.  Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that MainLine Management’s disclosure controls and procedures as of the end of
the period covered by this report are designed and functioning effectively to
provide reasonable assurance that the information required to be disclosed by
BGH in reports filed under the Securities Exchange Act of 1934, as amended, is (i) recorded,
processed, summarized and reported within the time periods specified in the SEC’s
rules and forms and (ii) accumulated and communicated to management,
including the Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding disclosure.  A controls system cannot provide absolute
assurance, however, that the objectives of the controls system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected.

(b)       Management’s Report on Internal
Control Over Financial Reporting.

Management’s
report on internal control over financial reporting is set forth in Item 8 of
this annual report on Form 10-K and is incorporated by reference herein.

(c)       Change in Internal Control Over
Financial Reporting.

No change in MainLine Management’s internal control over
financial reporting for BGH occurred during BGH’s most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect,
MainLine Management’s internal control over financial reporting.

Item 9A.    Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures.

        The management of MainLine Management, with the participation of its Chief Executive Officer and Acting Chief Financial Officer, evaluated the effectiveness of its disclosure controls and procedures for BGH as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Acting Chief Financial Officer concluded that MainLine Management's disclosure controls and procedures as of the end of the period covered by this report are designed and functioning effectively to provide reasonable assurance that the information required to be disclosed by BGH in reports filed under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to management, including the Chief Executive Officer and Acting Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b)

Management's Report on Internal Control Over Financial Reporting.

        Management's report on internal control over financial reporting is set forth in Item 8 of this annual report on Form 10-K and is incorporated by reference herein.

(c)

Change in Internal Control Over Financial Reporting.

        No change in MainLine Management's internal control over financial reporting for BGH occurred during BGH's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, MainLine Management's internal control over financial reporting.

Item 9A.    Controls and Procedures

(a)

Evaluation
of Disclosure Controls and Procedures.

        The
management of MainLine Management, with the participation of its Chief Executive Officer and Acting Chief Financial Officer, evaluated the effectiveness of its disclosure controls
and procedures for BGH as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Acting Chief Financial Officer concluded that MainLine Management's
disclosure controls and procedures as of the end of the period covered by this report are designed and functioning effectively to provide reasonable assurance that the information required to be
disclosed by BGH in reports filed under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules
and forms and (ii) accumulated and communicated to management, including the Chief Executive Officer and Acting Chief Financial Officer, as appropriate to allow timely decisions regarding
disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been detected.

(b)

Management's
Report on Internal Control Over Financial Reporting.

        Management's
report on internal control over financial reporting is set forth in Item 8 of this annual report on Form 10-K and is incorporated by reference
herein.

(c)

Change
in Internal Control Over Financial Reporting.

        No
change in MainLine Management's internal control over financial reporting for BGH occurred during BGH's most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, MainLine Management's internal control over financial reporting.