Buckeye Partners, L.P. (NASDAQ:BPL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

As previously disclosed in the Current Report on Form8-K filed on
October24, 2016, Buckeye Partners, L.P. (the Partnership) entered
into a share purchase agreement (the SPA), dated October24, 2016,
with VIP Terminals Finance B.V. (VIP Finance), to which the
Partnership or one of its wholly owned subsidiaries would acquire
50% of the outstanding share capital of VIP Terminals Holding
B.V. (VIPTH), which owns all of the outstanding share capital of
VTTI B.V. (VTTI), for cash consideration of $1.15 billion (the
VTTI Transaction).

On January4, 2017 (the Closing Date), (i)the Partnership assigned
all of its rights under the SPA to its wholly owned subsidiary,
Buckeye North Sea Coperatief U.A. (BPL Co-op), (ii)BPL Co-op and
VIP Finance completed the VTTI Transaction and (iii)BPL Co-op and
VIP Finance entered into a shareholders agreement (the SHA)
governing their respective rights with respect to their equity
interests in VIPTH and the governance and operation of VIPTH and
its subsidiaries (collectively, the VTTI Entities). BPL Co-op and
VIP Finance are sometimes referred to in this Item 1.01 as the
Shareholders.

Management. to the SHA, each of the Shareholders has the
right to appoint one director to the management board of VIPTH
and two directors to the supervisory board of VTTI (the VTTI
Supervisory Board). Each member of the VTTI Supervisory Board
will also be appointed to the board of VTTI Energy Partners GP
LLC, the general partner of VTTI Energy Partners LP, and the
Shareholders each have the right to designate one additional
independent director, and jointly designate a third independent
director, to that board. Decisions with respect to the operation
of the VTTI Entities are generally made by majority approval of
the VTTI Supervisory Board; however, certain specified matters
require the approval of both Shareholders, including, without
limitation, (i)the approval of an annual budget and business
plan, (ii)the adoption or amendment of a dividend distribution
policy by a VTTI Entity and (iii)the approval of certain asset
acquisitions, sales or dropdowns or the incurrence of unbudgeted
debt or capital expenditures in excess of specified dollar
thresholds.

Funding; Distributions. The Shareholders generally are
not subject to future funding commitments with respect to their
respective investments in VIPTH, except that each Shareholder has
committed to provide up to $50 million, on a revolving basis, in
debt financing under certain circumstances, including, without
limitation, in response to emergencies, to fund underfunded
projects previously approved, to the extent such approval is
required, by the Shareholders or the VTTI Supervisory Board, to
avoid a default by a VTTI Entity under a material contract or
applicable law and otherwise as required to avoid a material
adverse impact on the business of the VTTI Entities. The
Shareholders will fund any approved equity capital calls, and
share in distributions from VTTI and its subsidiaries, on a pro
rata basis.

Non-Competition; Transfer Restrictions. Under the SHA,
the Shareholders have agreed to certain restrictions on their and
their affiliates ability to engage in businesses that compete
with the business of the VTTI Entities, subject to specified
exceptions. The Shareholders have also agreed to certain
restrictions on the transfer of their respective interests in
VIPTH, including a lock-up on any transfer of shares to a
non-affiliate until the fifth anniversary of the Closing Date.

The SHA provides for an indefinite term and will continue in
force and effect unless and until the Shareholders agree to
terminate the SHA or, with respect to any Shareholder, until the
date such Shareholder ceases to hold any shares in VIPTH.

The disclosure contained in this Item 1.01 does not purport to be
a complete description of the SHA and is qualified in its
entirety by reference to the SHA, a copy of which is filed as
Exhibit10.1 hereto and incorporated by reference herein.