0001104659-08-064459 Sample Contracts

FIRST AMENDMENT TO SERVICES AGREEMENT
Services Agreement • October 16th, 2008 • Buckeye Partners L P • Pipe lines (no natural gas) • Pennsylvania

This FIRST AMENDMENT TO SERVICES AGREEMENT (this “Amendment”), dated as of October 15, 2008 and effective as of January 1, 2009, is entered into among BUCKEYE PARTNERS, L.P., a publicly traded Delaware limited partnership (the “Partnership”), BUCKEYE PIPE LINE SERVICES COMPANY, a Pennsylvania corporation (the “Provider”), and the subsidiary partnerships and limited liability companies of the Partnership set forth on the signature pages hereto (collectively with the Partnership, the “Services Recipients”).

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FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENT
Exchange Agreement • October 16th, 2008 • Buckeye Partners L P • Pipe lines (no natural gas) • Delaware

THIS FIFTH AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”), dated as of October 15, 2008, is entered into among BUCKEYE GP HOLDINGS L.P., a Delaware limited partnership (“Holdco”), BUCKEYE GP LLC, a Delaware limited liability company (the “General Partner”), BUCKEYE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), MAINLINE L.P., a Delaware limited partnership (the “OLP GP”), BUCKEYE PIPE LINE COMPANY, L.P., a Delaware limited partnership (“BPLCLP”), LAUREL PIPE LINE COMPANY, L.P., a Delaware limited partnership (“Laurel”), EVERGLADES PIPE LINE COMPANY, L.P., a Delaware limited partnership (“Everglades”), and BUCKEYE PIPE LINE HOLDINGS, L.P., a Delaware limited partnership (collectively with BPLCLP, Laurel, and Everglades, the “Operating Partnerships”).

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