BUCKEYE PARTNERS, L.P.
Units Representing Limited Partner Interests
August 2, 2007
LEHMAN BROTHERS INC.
745 Seventh Avenue
New York, New York 10019
Ladies and Gentlemen:
Buckeye Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes to sell 2,500,000 units representing limited partner interests in the Partnership (the “Firm Units”). In addition, the Partnership proposes to grant Lehman Brothers Inc. (the “Underwriter”) an option to purchase up to 375,000 additional units representing limited partner interests in the Partnership (the “Option Units”) on the terms set forth in Section 2 hereof. The units representing limited partner interests in the Partnership are hereinafter collectively called the “LP Units.” The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriter.
1. Representations, Warranties and Agreements of the General Partner and the Partnership. Buckeye GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and the Partnership, jointly and severally, represent, warrant and agree that:
(a) Effectiveness of Registration Statement. A registration statement on Form S-3 relating to the Units has (i) been prepared by the Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendments thereto have been delivered by the Partnership to the Underwriter. As used in this Agreement:
(i) “Applicable Time” means 8:30 a.m. (New York City time) on August 3, 2007;
(ii) “Base Prospectus” means the base prospectus filed as part of such registration statement, in the form in which it has been most recently amended on or prior to the date hereof, relating to the Units;
(iii) “Effective Date” means any date as of which any part of such registration statement relating to the Units became, or is deemed to have become, effective under the Securities Act in accordance with the Rules and Regulations;
(iv) “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Partnership or used or referred to by the Partnership in connection with the offering of the Units;
(v) “Preliminary Prospectus” means any preliminary prospectus relating to the Units included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including any preliminary prospectus supplement thereto relating to the Units;
(vi) “Pricing Disclosure Package” means, as of the Applicable Time, the Base Prospectus, as supplemented by the most recent Preliminary Prospectus, if any, together with the information included in Schedule 1 attached hereto and each Issuer Free Writing Prospectus filed or used by the Partnership on or before the Applicable Time, other than a road show that is an Issuer Free Writing Prospectus but is not required to be filed under Rule 433 of the Rules and Regulations;
(vii) “Prospectus” means the final prospectus relating to the Units, including the Base Prospectus and any prospectus supplement thereto relating to the Units, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; and