0000950123-11-004031 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P.
Unit Purchase Agreement • January 20th, 2011 • Buckeye Partners, L.P. • Pipe lines (no natural gas) • Delaware

THIS AMENDMENT NO. 1 to the AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BUCKEYE PARTNERS, L.P. (this “Amendment”), dated as of January 18, 2011, is entered into and effectuated by Buckeye GP LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to it in Sections 4.3 and 15.1 of the Amended and Restated Agreement of Limited Partnership of Buckeye Partners, L.P., dated as of November 19, 2010 (the “Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

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BUCKEYE PARTNERS, L.P. Issuer and Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of January 13, 2011 To INDENTURE Dated as of July 10, 2003
Seventh Supplemental Indenture • January 20th, 2011 • Buckeye Partners, L.P. • Pipe lines (no natural gas) • New York

SEVENTH SUPPLEMENTAL INDENTURE, dated as of January 13, 2011 (this “Seventh Supplemental Indenture”), between Buckeye Partners, L.P., a Delaware limited partnership (the “Partnership”), having its principal office at 1 Greenway Plaza, Suite 600, Houston, Texas 77056, and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America (as successor-in-interest to SunTrust Bank), as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

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