SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Tender Offer Statement

under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

(Amendment No. 1)

Buckeye GP Holdings L.P.

(Name of Subject Company (Issuer))

BGH GP Holdings, LLC

(Name of Filing Persons (Offerors))

Common Units representing limited partner interests, no par value

(Title of Class of Securities)

118167105

(CUSIP Number of Class of Securities)

John A. Tisdale

BGH GP Holdings, LLC

c/o ArcLight Capital Partners, LLC

200 Clarendon Street, 55th Floor

Boston, MA 02117

Telephone: (617) 531-6316

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Filing Persons)

Copies to:

William D. Regner
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6000 Joshua Davidson
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
(713) 229-1234

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$188,388,410	$7,403.66

*Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of all outstanding common units (the “Units”), no par value, of Buckeye GP Holdings L.P., a Delaware limited partnership (the “Partnership”), not owned by BGH GP Holdings, LLC, a Delaware limited liability company (the “Purchaser”), at a purchase price of $17.50 per Unit, net to the seller in cash, subject to any applicable withholding taxes. As of October 30, 2008, there were 27,769,647 Units outstanding, of which 17,004,595 Units are owned by Purchaser or its subsidiaries. As a result, this calculation assumes the purchase of 10,765,052 Units of the Partnership.

**The amount of the filing fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended. Such fee equals the transaction value multiplied by 0.0000393.

xCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$	7,192.13	Filing Party:	BGH GP Holdings, LLC
Form or Registration No.:	Schedule TO-T		Date Filed:	November 5, 2008

oCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

x going-private transaction subject to Rule 13e-3.

x amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Amendment No. 1 to the Tender Offer Statement and Rule 13e-3 Transaction Statement filed on cover of Schedule TO (this “Amended Schedule TO”) amends and supplements the Tender Offer Statement and Rule 13e-3 Transaction Statement (the “Schedule TO”) originally filed on cover Schedule TO with the Securities and Exchange Commission (the “SEC”) on November 5, 2008 by BGH GP Holdings, LLC, a Delaware limited liability company (“Purchaser”), to purchase all of the outstanding common units representing limited partner interests (the “Units”) in Buckeye GP Holdings L.P., a Delaware limited partnership (the “Partnership”), other than the Units owned by Purchaser and its subsidiaries, subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, attached thereto as Exhibit (a)(1)(i) (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”), and the instructions thereto (the offer reflected by such terms and conditions, as they may be amended or supplemented from time to time, constitutes the “Offer).  Capitalized terms used and not otherwise defined in this Amended Schedule TO shall have the same meanings assigned to such terms in the Offer to Purchase.

The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amended Schedule TO by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Increase of the Offer Price

The price per Unit to be paid pursuant to the Offer has been increased from $17.00 per Unit to $17.50 per Unit, net to the seller in cash, without interest thereon, subject to any applicable withholding taxes.  The Offer to Purchase and the related Letter of Transmittal, together with the Notice of Guaranteed Delivery, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees and the Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, are each, except as noted below or when a reference to $17.00 is tied to a specific date, hereby amended to delete all reference to the Offer Price of $17.00 per Unit and to replace them with references to $17.50 per Unit.

Item 7.  Source and Amount of Funds or Other Consideration.

Item 7 of the Schedule TO is hereby amended and supplemented as follows:

The information in the Offer to Purchaser under the heading “The Offer—Section 9. Source and Amount of Funds” is hereby amended and restated it in its entirety as follows:

Source and Amount of Funds. The Offer is not conditioned upon any financing arrangements. The total amount of funds required by Purchaser to complete the Offer and consummate the Call is estimated to be approximately $188 million, including related transaction fees and expenses. See “The Offer—Section 14. Fees and Expenses” for more information. Purchaser intends to use cash contributed to it by its members to fund the Offer Price for tendered Units and to pay any related transaction fees.

Purchaser has entered into amended and restated equity commitment letters with one of the ArcLight Funds and Kelso, on behalf of the Kelso Funds, providing for capital contributions to Purchaser equal, in the aggregate, to the total amount of funds required by Purchaser to complete the Offer and consummate the Call. Each of the relevant ArcLight Fund and the Kelso Funds would obtain such funds by drawing down on capital previously committed to them. Pursuant to Purchaser’s limited liability company agreement, Purchaser’s other members have the right to contribute their pro rata portion of such amount, and the contributions of the relevant ArcLight Fund and the Kelso Funds would be reduced by the amount contributed by members of Purchaser that exercise this right.

No alternative financing plans or arrangements have been made in the event that Purchaser is unable to obtain sufficient funds in connection with the Offer and the Call.

The amended and restated equity commitment letters are attached hereto as Exhibits (d)(3) and (d)(4).

Item 12.  Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

(a)(1)(ix) Press Release issued by Purchaser on November 17, 2008.

2

(d)(3)	Amended and Restated Equity Commitment Letter, dated as of November 17, 2008, between ArcLight Energy Partners Fund IV, L.P. and Purchaser.
(d)(4)	Amended and Restated Equity Commitment Letter, dated as of November 17, 2008, between Kelso & Company, L.P. and Purchaser.

Item 13.  Information Required by Schedule 13E-3.

Item 5.  Past Contacts, Transactions, Negotiations and Agreements.

Item 5 of the Schedule TO is hereby amended and supplemented as follows:

The information in the Offer to Purchase under the heading “Special Factors—Section 1. Background” is hereby amended and supplemented by adding the following at the end thereof:

On the evening of Friday, November 7, 2008, the Partnership sent Purchaser a revised version of the Buckeye Financial Model containing Buckeye Projections reflecting EBITDA and revenue projections that were not materially different from those contained in the Buckeye Financial Model as of October 17, 2008.

On November 10, 2008, Morgan Stanley, financial adviser to the Special Committee, sent Purchaser a presentation containing a preliminary valuation analysis.  Morgan Stanley presented this analysis to representatives of Purchaser during a telephone call on November 10, 2008.    The parties expressed their views of the assumptions used in the analysis, including as to cost of capital, pipeline volumes, tariff rates and levels of capital expenditures for internal growth projects and acquisitions.

In a telephone call on November 12, 2008, Morgan Stanley and representatives of Purchaser further discussed these assumptions.

On November 17, 2008, Purchaser issued a press release announcing that it had amended the terms of the Offer by increasing the Offer Price to $17.50 per Unit.

The complete text of the press release is incorporated by reference into this Amended Schedule TO and a copy is filed herewith as Exhibit (a)(1)(ix).

Item 8.  Fairness of the Transaction.

Item 8 of the Schedule TO is hereby amended and supplemented as follows:

The information in Item 5 of this Item 13 of this Amended Schedule TO is incorporated herein by reference.

The information in the Offer to Purchase under the heading “Special Factors—Section 3. Position of Purchaser Regarding Fairness of the Offer and the Call” is hereby amended and supplemented by amending and restating subparagraph (ii) of the first paragraph thereof as follows:

(ii) The $17.50 all cash price per Unit represents a premium of approximately 22.5% over the closing price of the units on October 21, 2008, the last trading day before public announcement of Purchaser’s intention to make the Offer, and a premium of approximately 24.8% above the average closing price of the units over the 30 days prior to such date.

Item 10.  Source and Amount of Funds or Other Consideration.

Item 10 of the Schedule TO is hereby amended and supplemented as follows:

The information in the Offer to Purchase under the heading “The Offer—Section 14. Fees and Expenses” is hereby amended and supplemented by amending and restating the chart contained therein that sets forth an estimate of the fees and expenses to be incurred by Purchaser in connection with the Offer as follows:

Advertising	$	50,000
Filing	7,400
Depositary	25,000
Information Agent	10,000
Legal, Printing and Miscellaneous	1,500,000
Total	$	1,592,400

3

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	BGH GP HOLDINGS, LLC
	By:	/s/ Daniel R. Revers
		Name:	Daniel R. Revers
		Title:	Director
Date: November 17, 2008

4

INDEX TO EXHIBITS

Exhibit Number	Document
(a)(1)(i)	Offer to Purchase, dated November 5, 2008.*
(a)(1)(ii)	Letter of Transmittal.*
(a)(1)(iii)	Notice of Guaranteed Delivery.*
(a)(1)(iv)	Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Press Release issued by Purchaser on November 5, 2008.*
(a)(1)(viii)	Summary Advertisement as published in The New York Times on November 5, 2008.*
(a)(1)(ix)	Press Release issued by Purchaser on November 17, 2008.
(b)	Not applicable.
(d)(1)	Equity Commitment Letter, dated as of November 5, 2008, between ArcLight Energy Partners Fund IV, L.P. and Purchaser.*
(d)(2)	Equity Commitment Letter, dated as of November 5, 2008, between Kelso & Company, L.P. and Purchaser.*
(d)(3)	Amended and Restated Equity Commitment Letter, dated as of November 17, 2008, between ArcLight Energy Partners Fund IV, L.P. and Purchaser.
(d)(4)	Amended and Restated Equity Commitment Letter, dated as of November 17, 2008, between Kelso & Company, L.P. and Purchaser.
(g)	Not applicable.
(h)	Not applicable.

*              Previously filed.

5

EX-99.(A)(1)IX

Exhibit 99.(a)(1)(ix)

BGH GP Holdings, LLC
c/o ArcLight Capital Partners, LLC	Telephone: (617) 531-6316
200 Clarendon Street, 55th Floor
Boston, MA 02117

FOR IMMEDIATE RELEASE

Contact:

Heidi Milne

(617) 531-6304

BGH G.P. HOLDINGS, LLC INCREASES ITS CASH TENDER OFFER PRICE FOR COMMON UNITS OF BUCKEYE G.P. HOLDINGS L.P. TO $17.50 PER UNIT

Boston, MA, November 17, 2008—BGH GP Holdings, LLC today announced that it is amending the terms of its cash tender offer for all of the outstanding common units of Buckeye GP Holdings L.P. (NYSE: BGH) (the “Partnership”) not owned by it by increasing the offer price to $17.50 per common unit in cash.

The revised offer price is an increase of $0.50 per unit from BGH GP Holdings’ prior offer of $17.00 per unit and represents a premium of approximately 22.5% above the closing price of the Partnership’s common units on October 21, 2008, the date on which BGH GP Holdings announced its intention to make a tender offer for the Partnership’s common units, and approximately 24.8% above the average closing price over the 30 days prior to that date.  The aggregate consideration payable under the offer for the public stake is approximately $188 million.

The tender offer is scheduled to expire at 5:00 p.m., New York City time, on Friday, December 5, 2008, unless extended.

Other than this increase in the offer price, the terms and conditions of the offer have not changed.  They are set forth in the Tender Offer Statement on Schedule TO and the exhibits thereto, including the Offer to Purchase (the “Offer Documentation”), which were filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2008, and will be amended to reflect this increase in the offer price.

The Offer Documentation was mailed to the Partnership’s common unitholders by Innisfree M&A Incorporated.  Requests for the Offer Documentation may be directed to Innisfree M&A Incorporated at (212) 750-5833 or (888) 750-5834 (toll free), or in writing at 501 Madison Avenue, 20^th Floor, New York, NY, 10022, U.S.A.  The Partnership’s common unitholders may also obtain a free copy of these documents at the SEC’s website, www.sec.gov.

NOTICE TO BUCKEYE GP HOLDINGS L.P. COMMON UNITHOLDERS

This news release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities.  The solicitation and the offer to buy the Partnership’s common units will be made only pursuant to the Offer to Purchase and related materials that BGH GP Holdings filed with the SEC on November 5, 2008, as such materials will be amended in a filing by BGH GP Holdings with the SEC and as such documents may be further supplemented and amended.  The Partnership’s common unitholders and other interested parties are urged to read BGH GP Holdings’ tender offer statement and other relevant documents filed with the SEC carefully because they contain important information, including the terms and conditions of the offer.

CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Statements about the expected effects, timing and completion of the proposed transaction and all other statements in this release other than historical facts, constitute forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. The statements are based upon BGH GP Holdings’ current expectations and beliefs and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward looking statements, including, among other things, whether the conditions to the tender offer will be satisfied, general economic factors, business and capital market conditions, general industry trends, changes in tax law requirements and government regulation. There can be no assurances that any transaction will be consummated. BGH GP Holdings disclaims any obligation to update or revise the information in this news release based on new information or otherwise, unless otherwise required by law.

2

EX-99.(D)(3)

Exhibit 99.(d)(3)

November 17, 2008

BGH GP Holdings, LLC
c/o ArcLight Capital Partners, LLC

200 Clarendon Street, 55th Floor

Boston, MA 02117

Amended and Restated Equity Commitment Letter

Ladies and Gentlemen:

Reference is made to the Offer to Purchase, dated as of November 5, 2008 (the “Offer to Purchase”), in connection with the tender offer (the “Offer”) by BGH GP Holdings, LLC, a Delaware limited liability company (“Purchaser”), to purchase all of the outstanding common units (“Units”) representing limited partnership interests in Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), other than the Units owned by Purchaser and its wholly owned subsidiaries, at a purchase price of $17.00 per Unit.  On the date hereof, Purchaser is amending the terms of the Offer by increasing the purchase price to $17.50 per Unit.

The undersigned hereby commits to make a capital contribution to Purchaser of up to $168,388,410 in exchange for Common Units of Purchaser valued at a price per Common Unit calculated by valuing Purchaser’s interest in BGH based on the price paid for Units in the Offer (the “Commitment”).  The undersigned’s obligation to fund the Commitment is subject to the conditions set forth in the Offer to Purchase to Purchaser’s obligation to consummate the Offer having been satisfied or waived; provided that no such condition shall be waived without the written consent of the undersigned.

The funding of the Commitment shall occur simultaneously with the closing of the Offer (the “Closing”), and the funds so contributed shall be used solely for the purpose of funding, and to the extent necessary to fund, the consummation of the Offer, the exercise of the limited call right provided for in Article XV of the Amended and Restated Agreement of Limited Partnership of Purchaser (the “Call”) and related expenses.

The undersigned’s obligation to fund the Commitment shall terminate upon the earliest to occur of (i) termination of the Offer and (ii) the Closing.  Upon any such termination of this letter agreement, any obligations hereunder will terminate and none of the parties hereto shall have any liability whatsoever to any other party.

This letter agreement, and the rights and obligations pursuant to this letter agreement, may not be assigned except with the prior written consent of the other parties hereto.

This letter agreement shall be binding on and solely to the benefit of and enforceable by the undersigned and Purchaser, and nothing set forth in this letter

agreement shall be construed to confer upon or give to any other person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause such addressees to enforce, the Commitment or any provisions of this letter agreement.

Notwithstanding anything that may be expressed or implied in this letter agreement, the parties hereto, by their acceptance of the benefits of this equity commitment, each covenant, agree and acknowledge that no person other than the parties hereto shall have any obligation hereunder and that, notwithstanding that the undersigned may be a limited partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, as such, for any obligations of the undersigned under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation; provided, however, that Kelso & Company, L.P. shall be an express third party beneficiary of this letter agreement and shall as a result thereof be entitled to exercise all rights and remedies available at law or equity to specifically enforce this letter agreement.

This letter agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.  Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district in the event any dispute arises out of this letter agreement or any of the transactions contemplated by this letter agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this letter agreement or any of the transactions contemplated by this letter agreement in any court other than such courts sitting in the State of New York.  THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER IN ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LETTER AGREEMENT.

This letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, including the Equity Commitment Letter, dated November 5, 2008, between the undersigned and Purchaser, between the undersigned or any of its affiliates and any other person with respect to the

2

subject matter hereof.  The terms of this letter agreement may not be modified or otherwise amended, or waived, except pursuant to a written agreement signed by the parties hereto.  This letter agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

3

Very truly yours,
	ARCLIGHT ENERGY PARTNERS FUND IV, L.P.
	By:	ArcLight PEF GP IV, LLC, its general partner
	By:	ArcLight Capital Holdings, LLC, its manager
	By:	/s/ Daniel R. Revers
		Name:	Daniel R. Revers
		Title:	Manager
	By:	/s/ Robb E. Turner
		Name:	Robb E. Turner
		Title:	Manager

4

Acknowledged and agreed as of the date first above written:
BGH GP HOLDINGS, LLC
By:	/s/ Daniel R. Revers
	Name: Daniel R. Revers Title: Director

5

EX-99.(D)(4)

Exhibit 99.(d)(4)

November 17, 2008

BGH GP Holdings, LLC
c/o ArcLight Capital Partners, LLC

200 Clarendon Street, 55th Floor

Boston, MA 02117

Amended and Restated Equity Commitment Letter

Ladies and Gentlemen:

Reference is made to the Offer to Purchase, dated as of November 5, 2008 (the “Offer to Purchase”), in connection with the tender offer (the “Offer”) by BGH GP Holdings, LLC, a Delaware limited liability company (“Purchaser”), to purchase all of the outstanding common units (“Units”) representing limited partnership interests in Buckeye GP Holdings L.P., a Delaware limited partnership (“BGH”), other than the Units owned by Purchaser and its wholly owned subsidiaries, at a purchase price of $17.00 per Unit.  On the date hereof, Purchaser is amending the terms of the Offer by increasing the purchase price to $17.50 per Unit.

The undersigned hereby commits to make, or cause to be made, a capital contribution to Purchaser of up to $20 million in exchange for Common Units of Purchaser valued at a price per Common Unit calculated by valuing Purchaser’s interest in BGH based on the price paid for Units in the Offer (the “Commitment”).  The undersigned’s obligation to fund the Commitment is subject to the conditions set forth in the Offer to Purchase to Purchaser’s obligation to consummate the Offer having been satisfied or waived; provided that no such condition shall be waived without the written consent of the undersigned.

The funding of the Commitment shall occur simultaneously with the closing of the Offer (the “Closing”), and the funds so contributed shall be used solely for the purpose of funding, and to the extent necessary to fund, the consummation of the Offer, the exercise of the limited call right provided for in Article XV of the Amended and Restated Agreement of Limited Partnership of Purchaser (the “Call”) and related expenses.

The undersigned’s obligation to fund the Commitment shall terminate upon the earliest to occur of (i) termination of the Offer and (ii) the Closing.  Upon any such termination of this letter agreement, any obligations hereunder will terminate and none of the parties hereto shall have any liability whatsoever to any other party.

This letter agreement, and the rights and obligations pursuant to this letter agreement, may not be assigned except with the prior written consent of the other parties hereto.

This letter agreement shall be binding on and solely to the benefit of and enforceable by the undersigned and Purchaser, and nothing set forth in this letter agreement shall be construed to confer upon or give to any other person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause such addressees to enforce, the Commitment or any provisions of this letter agreement.

Notwithstanding anything that may be expressed or implied in this letter agreement, the parties hereto, by their acceptance of the benefits of this equity commitment, each covenant, agree and acknowledge that no person other than the parties hereto shall have any obligation hereunder and that, notwithstanding that the undersigned may be a limited partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, as such, for any obligations of the undersigned under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation; provided, however, that ArcLight Energy Partners Fund IV, L.P. shall be an express third party beneficiary of this letter agreement and shall as a result thereof be entitled to exercise all rights and remedies available at law or equity to specifically enforce this letter agreement.

This letter agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.  Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in such district in the event any dispute arises out of this letter agreement or any of the transactions contemplated by this letter agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this letter agreement or any of the transactions contemplated by this letter agreement in any court other than such courts sitting in the State of New York.  THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER IN ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LETTER AGREEMENT.

This letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, including the Equity

2

Commitment Letter, dated November 5, 2008, between the undersigned and Purchaser, between the undersigned or any of its affiliates and any other person with respect to the subject matter hereof.  The terms of this letter agreement may not be modified or otherwise amended, or waived, except pursuant to a written agreement signed by the parties hereto.  This letter agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

3

Very truly yours,
	KELSO & COMPANY, L.P.
	By: Kelso & Companies, Inc., its General Partner
	By:	/s/ James J. Connors, II
		Name:	James J. Connors, II
		Title:	Vice President and General Counsel

4

Acknowledged and agreed as of the date first above written:
BGH GP HOLDINGS, LLC
By:	/s/ Daniel R. Revers
	Name: Daniel R. Revers
	Title: Director

5