Exhibit 10.2


 


FIRST AMENDMENT
TO SERVICES AGREEMENT


 


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”).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, the Provider and the
Services Recipients are parties to that certain Services Agreement, dated December 15,
2004 (the “Services Agreement”); and


 


WHEREAS, the Provider and the Services Recipients
desire to amend the Services Agreement as set forth herein.


 


NOW, THEREFORE,
in consideration of the foregoing and for other consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:


 


1.                                     Schedule I. 
Effective as of January 1, 2009, Schedule I to the Services
Agreement is hereby deleted and replaced in its entirety with the Schedule I
attached hereto as Exhibit A.


 


2.                                     Limited Effect. 
Except as expressly modified hereby, the Services Agreement shall
continue to be, and shall remain, unaltered and in full force and effect in
accordance with its terms.


 


3.                                     Integration. 
This Amendment constitutes the sole agreement of the parties with
respect to the terms hereof and shall supersede all oral negotiations and the
terms of prior writings with respect thereto.


 


4.                                     Miscellaneous.


 


(a)                                Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.


 


(b)                               Successor and Assigns.  This Amendment shall inure to the benefit of,
and be binding upon, the parties hereto and their respective successors and
assigns.


 


(c)                                Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of which
shall constitute one and the same instrument.


 

















 


(d)                               Headings.  The headings of any paragraph of this
Amendment are for convenience only and shall not be used to interpret any
provision hereof.


 


(e)                                Modifications.  No modification hereof or any agreement
referred to herein shall be binding or enforceable unless in writing and signed
on behalf of the party against whom enforcement is sought.


 


[SIGNATURES TO FOLLOW]


 


2

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered
by their proper and duly authorized officers as of the day and year first above
written.


 


 


	
   

  	
  BUCKEYE PIPE LINE SERVICES COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen C. Muther

  
	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  BUCKEYE PARTNERS, L.P.,

  
	
   

  	
   

  
	
   

  	
  By: BUCKEYE GP LLC

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Forrest E. Wylie

  
	
   

  	
  Name: Forrest E. Wylie

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUCKEYE PIPE LINE COMPANY, L.P.,

  
	
   

  	
  BUCKEYE PIPE LINE HOLDINGS, L.P.,

  EVERGLADES PIPE LINE COMPANY, L.P., and

  
	
   

  	
  LAUREL PIPE LINE COMPANY, L.P.

  
	
   

  	
   

  
	
   

  	
  By: MainLine, L.P.

  
	
   

  	
  Their General Partner

  
	
   

  	
   

  
	
   

  	
  By: MainLine, GP, Inc.

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Forrest E. Wylie

  
	
   

  	
  Name: Forrest E. Wylie

  
	
   

  	
  Title: Chief Executive Officer

  



 


[Signature Page to First Amendment to Services Agreement]


 

















 


	
   

  	
  BUCKEYE TERMINALS, LLC

  
	
   

  	
  WOOD RIVER PIPE LINES LLC

  
	
   

  	
  BUCKEYE PIPE LINE TRANSPORTATION LLC

  
	
   

  	
  BUCKEYE NGL PIPE LINES LLC

  
	
   

  	
  BUCKEYE GAS STORAGE LLC

  
	
   

  	
  LODI GAS STORAGE, L.L.C.

  
	
   

  	
  BUCKEYE ENERGY HOLDINGS LLC

  
	
   

  	
  BUCKEYE ENERGY SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Forrest E Wylie

  
	
   

  	
  Name: Forrest E Wylie

  
	
   

  	
  Title: Chief Executive Officer

  



 


[Signature Page to First Amendment to Services Agreement]


 

















 


Exhibit A


 


Schedule I


 


The
Services shall include any services necessary for the operation of the
Partnership and the Services Recipients as specified by such and may include,
without limitation, the following services:


 


·                  facility
maintenance services, including preventative maintenance activities and
equipment repairs;


 


·                  operations
services, including loading rack operations, product quality control, sampling,
blending, engineering, manifold operations, general maintenance, building and
grounds maintenance, routine inspection, lab services, mainline maintenance,
right of way patrol, right of way clearing, line depth issues, damage
prevention program, emergency response, scheduling services, and pipeline
control services;


 


·                  technical
services, including engineering, safety, environmental and real estate
services;


 


·                  professional
services, including operations, legal, marketing, accounting, treasury,
insurance, tax, credit, finance, business development, government affairs, and
regulatory affairs.