ASSET PURCHASE AGREEMENT BY AND BETWEEN BP PRODUCTS NORTH AMERICA INC. AND BP WEST COAST PRODUCTS LLC, AS SELLER, AND BUCKEYE PARTNERS, L.P., AS BUYER DATED MARCH 17, 2011

Exhibit 2.1

EXECUTION VERSION

ASSET

PURCHASE AGREEMENT

BY AND BETWEEN

BP PRODUCTS NORTH AMERICA INC.

AND

BP WEST COAST PRODUCTS LLC, AS SELLER,

AND

BUCKEYE PARTNERS, L.P., AS BUYER

DATED MARCH 17, 2011

TABLE OF CONTENTS

SCHEDULES

Group A Schedules
Terminals Schedule
Pipelines Schedule
Equipment Schedule
Owned Property Schedule
ROW Interests Schedule
Assigned Contracts Schedule
Material Contracts Schedule
Excluded Assets Schedule
Excluded Liabilities Schedule
Permitted Liens Schedule
Schedule 1.1 – Persons With Knowledge
Schedule 2.2(c) – Capital Expenditures
Schedule 2.2(f) – Fair Market Value
Schedule 3.1 – Valid Organization
Schedule 3.2 – Authorization
Schedule 3.3 – Seller’s Consents
Schedule 3.4 – No Violation
Schedule 3.5 – Title to the Purchased Assets; Encumbrance
Schedule 3.6 – Compliance with Laws
Schedule 3.7 – Litigation
Schedule 3.8 – Material Contracts
Schedule 3.9 – No Broker
Schedule 3.10 – Permits
Schedule 3.11 – Taxes
Schedule 3.12 – Labor Matters
Schedule 4.3 – Buyer’s Consents
Schedule 6.2(d) – Remediation and Monitoring Projects
Schedule 6.3(c)(i)(A) – Employee Schedule
Schedule 6.3(c)(i)(B) – Excluded Employees

Schedule 7.3 – Closing Consents and Approvals of Buyer
Schedule 8.3 – Closing Consents and Approvals of Seller

Group B Schedules
Terminals Schedule
Pipelines Schedule
Equipment Schedule
Owned Property Schedule
ROW Interests Schedule
Assigned Contracts Schedule
Material Contracts Schedule
Excluded Assets Schedule
Excluded Liabilities Schedule
Permitted Liens Schedule
Schedule 1.1 – Persons With Knowledge
Schedule 2.2(c) – Capital Expenditures
Schedule 2.2(f) – Fair Market Value
Schedule 3.1 – Valid Organization
Schedule 3.2 – Authorization
Schedule 3.3 – Seller’s Consents
Schedule 3.4 – No Violation
Schedule 3.5 – Title to the Purchased Assets; Encumbrance
Schedule 3.6 – Compliance with Laws
Schedule 3.7 – Litigation
Schedule 3.8 – Material Contracts
Schedule 3.9 – No Broker
Schedule 3.10 – Permits
Schedule 3.11 – Taxes
Schedule 3.12 – Labor Matters
Schedule 4.3 – Buyer’s Consents
Schedule 6.2(d) – Remediation and Monitoring Projects
Schedule 6.3(c)(i)(A) – Employee Schedule
Schedule 6.3(c)(i)(B) – Excluded Employees
Schedule 7.3 – Closing Consents and Approvals of Buyer
Schedule 8.3 – Closing Consents and Approvals of Seller

EXHIBITS
Exhibit A – [Intentionally Omitted]
Exhibit B – Form of Bill of Sale
Exhibit C – Form of Quitclaim Deed
Exhibit D – Form of Non-Fee Property Assignment and Conveyance Agreement
Exhibit E – Form of Assignment and Assumption Agreement
Exhibit F – Form of Assignment and Conveyance Agreement
Exhibit G-1 – Form of Midwest Transition Services Agreement
Exhibit G-2 – Form of Ohio Transition Services Agreement
Exhibit G-3 – Form of Terminal TAS Transition Services Agreement
Exhibit H-1– Form of Connection Agreement (Milan Station)

Exhibit H-2– Form of Connection Agreement (Dubuque Station)
Exhibit H-3 – Form of License Agreement (Milan/Dubuque Stations)
Exhibit I – Form of Lease (Sacramento Terminal)
Exhibit J – Form of Lease (Sugar Creek Terminal Warehouse)
Exhibit K – Form of Sugar Creek License Agreement
Exhibit L – Form of Access and Pipeline Easement
Exhibit M – Form of Sugar Creek Access and Utility Easement and Services Agreement
Exhibit N-1 – Form of Southeast Terminals Terminal Storage and Handling Agreement
Exhibit N-2 – Form of Ohio-Pennsylvania-Kentucky Terminal Storage and Handling Agreement
Exhibit N-3 – Form of California Terminal Storage and Handling Agreement
Exhibit N-4 – Form of Midwest Terminal Storage and Handling Agreement
Exhibit O-1 – Form of Lower V System Requirements Agreement
Exhibit O-2 – Form of Bradley Road to Cleveland Requirements Agreement
Exhibit O-3 – Form of Mogadore to Niles Requirements Agreement
Exhibit O-4 – Form of Toledo to West Toledo Requirements Agreement
Exhibit P – Form of Right of First Refusal Agreement
Exhibit Q-1 – Pro Forma Northern Ohio System Tariff and Proration Policy
Exhibit Q-2 – Pro Forma Lower V System Tariff and Proration Policy
Exhibit Q-3 – Pro Forma River Rouge Line Tariff and Proration Policy
Exhibit R – River Rouge Line Separation Projects Scope of Work
Exhibit S – Inventory Measurement and Close Out Procedures
Exhibit T – Purchased Additives
Exhibit U – Form of Closing Certificate
Exhibit V-1 – Form of Lease (South Bend/Jackson Terminals)
Exhibit V-2 – Form of Access and Pipeline Easement (River Rouge Line Terminals)
Exhibit V-3 – Form of Access and Surface Site Easement (South Bend/Jackson Terminals)

ASSET PURCHASE AGREEMENT

          This Asset Purchase Agreement (“ Purchase Agreement ”) is made and entered into effective as of this 17th day of March, 2011, by and between BP Products North America Inc., a corporation organized under the laws of the State of Maryland, having its principal office at 501 WestLake Park Boulevard, Houston, Texas 77079 (“ BPPNA ”), BP West Coast Products LLC, a limited liability company organized under the laws of the State of Delaware, having its principal office at 4 Centerpointe Drive, La Palma, CA 90623 (“ BPWCP ”) (with BPPNA and BPWCP collectively referred to herein as “ Seller ”), and Buckeye Partners, L.P., a limited partnership organized under the laws of the State of Delaware, having its office at One Greenway Plaza, Suite 600, Houston, Texas 77046 (referred to herein as “ Buyer ”). Each of Seller and Buyer is referred to herein individually as a “ Party ” and collectively as the “ Parties .”

RECITALS

          WHEREAS, Seller is the owner of certain refined products terminal facilities and related fixtures located in the States of Alabama, California, Florida, Indiana, Iowa, Michigan, Missouri, Ohio, South Carolina, and Wisconsin, and the Commonwealths of Kentucky, Pennsylvania , and Virginia, as described in the Terminals Schedules attached hereto (such facilities collectively, the “ Terminal Facilities ”);

          WHEREAS, Seller is also the owner of (i) certain refined products pipelines running from certain terminal and pipeline station facilities located in Dubuque County, Iowa, to a pipeline station near the Sugar Creek Terminal (as defined below), and then further running to the Terminal Facilities described in the Terminals Schedules as located in Council Bluffs, Iowa, and Des Moines, Iowa (the “ Lower V Pipeline System ”), (ii) a jet fuel pipeline running from the Terminal Facility described in the Terminals Schedules as located in Dearborn, Michigan, to the Detroit Metropolitan Wayne County Airport located in Romulus, Michigan (the “ DTW Pipeline System ”), and (iii) certain products pipelines and out-of-service pipelines located in northern Ohio; as each of such pipelines are described in the Pipelines Schedules attached hereto (which pipelines include, for the avoidance of doubt, each pipeline expressly identified in the Pipelines Schedules whether or not currently in service) (such pipelines collectively, the “ Pipeline Systems ”);

          WHEREAS, Seller also owns certain terminal and pipeline equipment related to the Terminal Facilities and Pipeline Systems expressly listed on the Equipment Schedules attached hereto (the “ Equipment ”);

          WHEREAS, certain portions of the Terminal Facilities and Pipeline Systems traverse, and certain Equipment is located on, one or more parcels of land which Seller (or Seller’s Affiliate) owns (collectively referred to as the “ Owned Property ”; which Owned Property is listed generally on the Owned Property Schedules attached hereto);

          WHEREAS, certain portions of the Terminal Facilities and Pipeline Systems traverse, and certain Equipment is located on, one or more parcels of land which Seller (or Seller’s Affiliate) has the right to use and occupy under certain leases,

easements, rights-of-way, franchises, permits, licenses and other rights to, or interests in, real property, relating to the installation, construction, ownership, maintenance, repair and operation of the Terminal Facilities, the Pipeline Systems and the Equipment (with said leases, easements, rights-of-way, franchises, permits, licenses and other rights and interests collectively referred to as the “ ROW Interests ”; which ROW Interests are listed generally on the ROW Interests Schedules attached hereto; and with the Owned Property collectively with the ROW Interests referred to as the “ Real Property Interests ”);

          WHEREAS, Seller’s Affiliate, Amoco Oil Holding Company, owns twenty-five (25) shares of common stock (the “ Joint Basin Shares ”) of Joint Basin Corporation, a corporation organized under the laws of the State of Delaware (“ Joint Basin Corporation ”), which manages an impoundment basin related to the operations of the Terminal Facility located in Fairfax, Virginia (as described in the Terminals Schedules ) and the operations of three neighboring terminals, and holds the Virginia Pollutant Discharge Elimination System permit issued by the Virginia Department of Environmental Quality related to the same;

          WHEREAS, Seller desires to sell and assign to Buyer, and Buyer desires to purchase and accept from Seller, all of the Purchased Assets (as defined below) and the Joint Basin Shares, on the terms and conditions of this Purchase Agreement; and

          WHEREAS, in connection with its acquisition of the Purchased Assets and the Joint Basin Shares, Buyer desires to assume the Assumed Liabilities (as defined below), on the terms and conditions of this Purchase Agreement.

          NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants, conditions and agreements set forth herein, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

     1.1 Definitions .

          1.1(a) As used herein the following terms have the meanings defined below:

          “ AAA ” has the meaning set forth in Section 13.3 .

          “ AAA Rules ” has the meaning set forth in Section 13.3 .

          “ Additive Purchase Price ” has the meaning set forth in Section 2.2(a)(ii) .

          “ Adjustment Date ” has the meaning set forth in Section 11.2 .

          “ Affiliate ” means, when used with respect to a Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is

under common control with the specified Person. For purposes of this definition, “control” shall mean ownership of more than fifty percent (50%) of either the outstanding voting stock of the controlled entity, as to corporations, or other ownership interests which carry with them the right to direct the policies and management of the subject entity, as to non-corporate entities.

          “ Arbitrable Dispute ” means, subject to Article 13 , any and all disputes, claims, counterclaims, demands, causes of action, controversies and other matters in question arising out of or relating to this Purchase Agreement, the transactions contemplated by this Purchase Agreement or any alleged breach hereof, including any disputes regarding a Party’s indemnification obligations pursuant to Article 10 , or relating to matters that are the subject of this Purchase Agreement or the relationship between the Parties under this Purchase Agreement, regardless of whether (a) extra-contractual in nature, (b) sounding in contract, tort or otherwise, (c) provided for by law or otherwise, or (d) any such matters could result in damages or any other relief, whether at law, in equity or otherwise; provided , however , that an “Arbitrable Dispute” shall not include disputes that by the terms of this Purchase Agreement relate to, arise out of or are in connection with (i) a breach of the Confidentiality Agreement, (ii) a Party’s termination of, or right to terminate, this Purchase Agreement, or (iii) a Closing Failure Breach.

          “ Assigned Contracts ” means those Contracts that are listed on the Assigned Contracts Schedules attached hereto, as the same have been amended, modified and supplemented prior to the Closing, in each case to the extent assignable and actually assigned pursuant to the terms thereof. For the avoidance of doubt, Assigned Contracts shall not include any Real Property Interests or Third Party IP Contracts (other than any Third Party IP Contracts expressly listed on the Assigned Contracts Schedule) .

          “ Assumed Liabilities ” means all liabilities, obligations, responsibilities, costs and expenses of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, whether based in common law or statute or arising under written contract or otherwise (including under Environmental Law), known or unknown, liquidated or unliquidated, real or potential, tangible or intangible, whether or not accrued, now existing or arising at any time prior to, on or after the Closing Date, whether caused by, arising out of, incurred in connection with or relating in any way to the ownership of the Joint Basin Shares, the ownership, use, construction, operation, maintenance, repair, expansion or management of the Purchased Assets or the conduct of the Remediation and Monitoring Projects as heretofore, currently or hereafter conducted, other than (i) the Excluded Liabilities, and (ii) any obligations or liabilities of Seller arising under Section 10.1(a) , Section 10.2(a) , or Section 10.3(a) of this Purchase Agreement.

          “ Base Price ” has the meaning set forth in Section 2.2(a)(i) .

          “ Books and Records ” means originals or copies in Seller’s possession of engineering, property, inspection, maintenance, property tax, environmental (including relating to the Remediation and Monitoring Projects), contract and land books and records in their present form and reasonably necessary for operation of the Purchased Assets by Seller in the Ordinary Course of Business, in each case, that (i) relate solely to the

Purchased Terminal Facilities, the Purchased Pipeline Systems, or the Joint Basin Shares and (ii) do not constitute Excluded Assets or relate to Excluded Liabilities.

          “ BP Group ” means, individually and collectively, (i) Seller, (ii) BP Corporation North America Inc., (iii) BP Pipelines (North America) Inc., (iv) Atlantic Richfield Company, (v) BP p.l.c. and (vi) the Affiliates of each of the Persons identified in clauses (i)-(v).

          “ BPPNA ” has the meaning set forth in the Preamble.

          “ BPWCP ” has the meaning set forth in the Preamble.

          “ Business Day ” means any day except Saturday, Sunday or federal or state holidays on which banks located in Houston, Texas are authorized to be closed.

          “ Buyer ” has the meaning set forth in the Preamble.

          “ Buyer Group ” has the meaning set forth in Section 10.1(a) .

          “ Buyer Tariffs ” has the meaning set forth in Section 6.3(j)(i) .

          “ Capital Expenditures ” means any expenditure made by Seller on the Terminal Facilities or the Pipeline Systems, that relates directly to the capital projects listed on Schedule 2.2(c) attached hereto, other than those related to the River Rouge Separation Projects or repairs due to a Major Loss, recorded as a capital expenditure pursuant to the BP Group’s historical accounting methods.

          “ Carved-Out Assets ” has the meaning set forth in Section 2.2(f)(i) .

          “ Carved-Out Assets and Liabilities ” has the meaning set forth in Section 2.2(f)(i) .

          “ Certificate of Completion ” has the meaning set forth in Section 6.3(k)(ii) .

          “ Claimant ” has the meaning set forth in Section 13.3(a) .

          “ Closing ” has the meaning set forth in Section 9.1 .

          “ Closing Date ” has the meaning set forth in Section 9.2 .

          “ Closing Date Payment ” has the meaning set forth in Section 2.2(e) .

          “ Closing Failure Breach ” has the meaning set forth in Section 12.3 .

          “ Code ” has the meaning set forth in Section 12.16 .

          “ Collective Bargaining Agreements ” has the meaning set forth in Section 3.12 .

          “ Commercially Reasonable Efforts ” means efforts which are reasonably within the contemplation of the Parties on the date hereof, which are designed to enable a Party, directly or indirectly, to satisfy a condition to, or otherwise assist in the consummation of, the transactions contemplated by this Purchase Agreement and which do not require the performing Party to expend any funds or assume liabilities other than expenditures and liabilities which are reasonable in nature and amount in the context of the transactions contemplated by this Purchase Agreement; provided that Seller shall have no obligation to expend any out-of-pocket amounts or incur any liabilities in connection with the transfer of any Real Property Interest or Assigned Contract (other than a Material Contract) to Buyer.

          “ Completion Date ” has the meaning set forth in Section 6.3(k)(ii) .

          “ Confidentiality Agreement ” has the meaning set forth in Section 6.1(a) .

          “ Contract ” means any agreement, contract, franchise, license or lease, including all amendments, modifications and supplements thereto.

          “ CPT ” means prevailing local time in Houston, Texas.

          “ Current Tax Year ” has the meaning set forth in Section 11.2 .

          “ Data ” has the meaning set forth in Section 6.1(a) .

          “ Deposit ” has the meaning set forth in Section 2.2(d) .

          “ Deposit Return Event ” means the occurrence of any of the following:

               (i) this Purchase Agreement is terminated pursuant to Section 9.5(a) , Section 9.5(b) or Section 9.5(d);

               (ii) this Purchase Agreement is terminated by Seller pursuant to Section 9.5(e) or Section 9.5(g) ; provided , however , that at the time of such termination, Buyer is not in material breach of its representations, warranties, covenants or agreements contained in this Purchase Agreement; or

               (iii) this Purchase Agreement is terminated by Buyer pursuant to Section 9.5(h) or Section 9.5(i) .

          “ Differences or Conflicts ” has the meaning set forth in Section 10.5(b) .

          “ Dollar ” and “ $ ” means the lawful currency of the United States of America.

          “ DTW Pipeline System ” has the meaning set forth in the Recitals.

          “ Employee Transfer Date ” means (i) the Closing Date, in the case of all Stage 1 Employees, and (ii) the Ohio Transition Date, in the case of all Stage 2 Employees.

          “ Employees ” means, collectively, all Stage 1 Employees and all Stage 2 Employees.

          “ Environmental Law ” means all federal, state, local, tribal and foreign statutes, regulations, ordinances and similar provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, conservation of resources or natural resource damages, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, emission, labeling, testing, processing, discharge, release, remediation, threatened release, control, or cleanup of any Hazardous Substances as such of the foregoing are enacted or in effect, prior to, on, or after the Closing Date.

          “ Environmental Losses ” means all Losses which result from, relate to or arise out of any liabilities or investigatory, corrective or remedial obligations under Environmental Law.

          “ Equipment ” has the meaning set forth in the Recitals.

          “ Estimated Additive Purchase Price ” has the meaning set forth in Section 2.2(b) .

          “ Excluded Assets ” means those assets listed on the Excluded Assets Schedules attached hereto, all Third Party IP Contracts, all Intellectual Property owned by the BP Group, all ROW Interests which by their express terms may not be assigned or transferred to Buyer, the Inventory, and any other asset that is not expressly a Purchased Asset under the terms of this Purchase Agreement; provided that, for the avoidance of doubt and as set forth on the Excluded Assets Schedules , the Excluded Assets shall not include any asset listed specifically, and not merely described generically, on the Terminals Schedules , the Pipelines Schedules , the Equipment Schedules or the Assigned Contracts Schedules .

          “ Excluded Employees ” has the meaning set forth in Section 6.3(c)(i) .

          “ Excluded Liabilities ” means (i) those liabilities arising out of any Excluded Assets, (ii) any liabilities of Seller arising out of or resulting from claims by any Employees against Seller relating to the Employees’ employment with Seller, to the extent attributable to any period of time prior to the Closing Date, and (iii) those liabilities listed on the Excluded Liabilities Schedules attached hereto.

          “ Fair Market Value ” means, for all purposes under this Purchase Agreement (other than any allocation of the Base Price or the Purchase Price for accounting or tax purposes), (a) with respect to any Purchased Assets listed on Schedule 2.2(f) , the amount set forth beside such Purchased Assets as listed therein, if applicable; or (b) with respect to any Purchased Assets not listed on Schedule 2.2(f) , the fair market value of the applicable Purchased Assets, as determined under the procedure set forth in

Section 9.4 as of the time immediately prior to the occurrence of the event requiring such determination (whether or not due to a Major Loss).

          “ FERC ” means the U.S. Federal Energy Regulatory Commission, or any successor agency.

          “ Filing Date ” has the meaning set forth in Section 6.3(f) .

          “ Final Completion ” means the completion of the Work for the River Rouge Separation Projects in accordance with the Scope of Work and consistent with Prudent Industry Practices.

          “ Fundamental Representation ” means (i) in the case of Seller, the representations and warranties contained in Sections 3.1 , 3.2 , 3.4(a) , and 3.9 and (ii) in the case of Buyer, the representations and warranties contained in Sections 4.1 , 4.2 , 4.4(a) and 4.7 .

          “ Governmental Authority ” means any federal, state, local, foreign, tribal or other governmental or administrative authority (including any agency or political subdivision thereof), court or tribunal having jurisdiction.

          “Hazardous Substances” means any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, radionuclides, lead, mercury, noise or radiation.

          “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the applicable rules and regulations promulgated thereunder.

          “ Indemnified Party ” has the meaning set forth in Section 10.5(a) .

          “ Indemnifying Party ” has the meaning set forth in Section 10.5(a) .

          “ Independent Engineer ” has the meaning set forth in Section 6.3(k)(iv) .

          “ Initial Bid Package ” has the meaning set forth in Section 5.3(a) .

          “ Intellectual Property ” means trade marks, service names, trade names, logos, patents, utility models, supplementary protection certificates, inventions, trade secrets, know-how, designs, design rights, copyrights, database rights, domain names and URLs, all technical information, software to the extent any of the foregoing are represented, embedded or embodied within such software, and all other proprietary rights (whether or not the same are registered or capable of registration) anywhere in the world and all applications for, or for the protection of, any of the foregoing and all rights (including licenses) under or in the above.

          “ Inventory ” means all physical inventories of pipeline fill and storage tank inventories (including all tank heels, but excluding the Purchased Additives and the Purchased Terminal Linefill) in all pipelines and tanks constituting Purchased Assets.

          “ Joint Basin Corporation ” has the meaning set forth in the Recitals.

          “ Joint Basin Shares ” has the meaning set forth in the Recitals.

          “ Knowledge ” means the present actual knowledge, without investigation, of the individuals listed on Schedule 1.1 .

          “ Leave ” has the meaning set forth in Section 6.3(c)(i) .

          “ Losses ” means (i) claims, demands, complaints, actions, litigation, hearings, lawsuits, proceedings, investigations, charges, damages, fines, penalties, deficiencies, judgments, injunctions, orders, decrees, rulings, losses, liabilities, amounts paid in settlement, obligations, Taxes and liens, and (ii) with respect to contesting and defending any Third Party Action (but for the avoidance of doubt, not with respect to any claim asserted by one Party against the other Party), costs and reasonable expenses (including reasonable attorneys’ fees and expenses, interest, court costs and other costs of suit, litigation or other proceedings of any kind or of any claim, default or assessment).

          “ Lower V Pipeline System ” has the meaning set forth in the Recitals.

          “ Lower V System Tariffs ” has the meaning set forth in Section 6.3(j)(i) .

          “ Lower V System Terminals ” means the Sugar Creek Terminal, together with the Terminal Facilities located in: Cedar Rapids, Iowa; Ottumwa, Iowa; Council Bluffs, Iowa; and Des Moines, Iowa; as each of such Terminal Facilities are described in the Terminals Schedules .

          “ Major Loss ” means any damage, destruction or other casualty losses with respect to the assets comprising the Purchased Terminal Facilities and the Purchased Pipeline Systems arising between the date hereof and the Closing that individually or in the aggregate has an estimated Repair Cost (as reasonably determined by Seller) of more than $7,500,000.

          “ Major Loss Deductible ” means the amount of $5,000,000.

          “ Material Adverse Effect ” means any state of facts, change, development, event, effect, condition or occurrence that is materially adverse to (a) the current business, assets, properties, liabilities, results of operations or condition (financial or otherwise) of the Purchased Assets, taken as a whole, as operated by Seller in the Ordinary Course of Business, or (b) Seller’s ability to consummate the transactions contemplated by this Purchase Agreement; provided , however , that no state of facts, change, development, event, effect, condition or occurrence attributable to or resulting from any of the following shall be deemed by itself or by themselves, either alone or in combination, to constitute or

contribute to a Material Adverse Effect (except, in the case of clauses (iii), (iv), (v), and (vii) below, inclusive, to the extent any associated adverse impact is disproportionately greater than the impact on similarly situated assets or similarly situated businesses in the local geographic region): (i) general economic conditions or changes therein; (ii) fluctuations in the financial, credit, banking or securities markets (including any disruption thereof, any decline in the price of any security or any market index or changes in interest rates); (iii) conditions affecting any or all of the international, national, regional or local oil or petroleum products production, transportation, distribution, refining, terminaling or retail industries or systems unless solely affecting the Purchased Assets; (iv) changes in the international, national, regional or local markets for commodities or supplies, including energy and fuel, used in the business of Seller including the Purchased Assets; (v) any changes in tax, securities or other laws, rules, regulations, orders, or other binding directives issued by any Governmental Authority; (vi) any action, omission, change, effect, circumstance or condition set forth in this Purchase Agreement or any ancillary agreements or attributable to the execution, performance or announcement of this Purchase Agreement or any ancillary agreements or the transactions contemplated hereby or thereby; (vii) national or international, political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States; (viii) earthquakes, hurricanes or similar catastrophes, or weather or any weather related event, or any other act of God; (ix) the public disclosure of this Purchase Agreement, the transactions contemplated hereunder or the identity or involvement by Buyer or any of its Affiliates therewith; (x) changes in Seller’s or the BP Group’s credit rating, or the failure of the Purchased Assets to meet projections or forecasts, whether internal or maintained by analysts; (xi) a Major Loss with respect to which, in accordance with Section 9.3 , Seller has either elected to take one of the actions described in Sections 9.3(a)(i) through (iii) , respectively, and if with respect to which Seller has elected to Repair, Seller is diligently proceeding to Repair and reasonably estimates that such Repair will be completed within one hundred eighty (180) days; (xii) an amendment, expiration or breach of an Assigned Contract other than a Material Contract; or (xiii) any action or omission required or permitted to be taken or omitted to be taken by Seller pursuant to this Purchase Agreement or which is otherwise taken or omitted to be taken with the prior consent of Buyer.

          “ Material Contract ” means any Assigned Contract listed on the Material Contracts Schedules .

          “ Midwest Transition Services Agreement ” means an agreement, substantially in the form attached hereto as Exhibit G-1 , which sets forth the terms and conditions under which Seller shall provide to Buyer certain transition services related to the Lower V Pipeline System, the DTW Pipeline System, and the River Rouge Line Terminals after the Closing as described therein.

          “ Northern Ohio Pipeline Systems ” means, collectively, the respective Pipeline Systems running from: (i) the Bradley Road Tank Farm and Pipeline Station

located in Cleveland, Ohio, to 49th Street Station located in Cleveland, Ohio; (ii) the Mogadore Tank Farm and Pipeline Station, located in Mogadore, Ohio, to the Terminal Facility located in Niles, Ohio described in the Terminals Schedules ; and (iii) Toledo Station, a point near the BP-Husky Toledo Refinery located in Toledo, Ohio, to West Toledo Station located in western Toledo, Ohio; as each of the such Pipeline Systems are described in the Pipelines Schedules .

          “ Northern Ohio System Tariffs ” has the meaning set forth in Section 6.3(j)(i) .

          “ Notice of Modification ” has the meaning set forth in Section 6.1(c)(i) .

          “ Objection Notice ” has the meaning set forth in Section 9.3(c) .

          “ Ohio Transition Date ” means 12:01 a.m. CPT on the effective date on which Seller ceases responsibility for providing all “Transition Services” under the Ohio Transition Services Agreement at the end of the “TSA Term” (as such terms are used and defined in the Ohio Transition Services Agreement).

          “ Ohio Transition Services Agreement ” means an agreement, substantially in the form attached hereto as Exhibit G-2 , which sets forth the terms and conditions under which Seller shall provide to Buyer certain transition services related to certain Terminal Facilities and the Pipeline Systems located in the State of Ohio (for the avoidance of doubt, excluding the Terminal Facility located in Sciotoville, Ohio, described in the Terminals Schedules , and each of Mogadore Tank Farm and Pipeline Station, Bradley Road Tank Farm and Pipeline Station, and Fostoria Tank Farm and Pipeline Station as such locations are described in the Pipelines Schedules , among others) after the Closing as described therein.

          “ Ordinary Course of Business ” means, with respect to the operation by Seller of the Purchased Assets, the operation thereof consistent with Prudent Industry Practices during the twelve-month period ending on the date hereof (including as such Prudent Industry Practices may have been changed, modified, supplemented or eliminated during such period) with respect to the operation thereof; provided that, for purposes of this Purchase Agreement, “Ordinary Course of Business” includes all reasonably necessary actions consistent with Prudent Industry Practices taken in connection with, in contemplation of or in preparation for the sale of the Purchased Assets, the Closing and any other transaction contemplated by this Purchase Agreement.

          “ Owned Property ” has the meaning set forth in the Recitals.

          “ Party ” and “ Parties ” have the meaning set forth in the Preamble.

          “ Permitted Liens ” means: (i) such items as are set forth on the Permitted Liens Schedules attached hereto or the other Schedules attached hereto; (ii) mechanics’ and other liens for charges associated with labor, materials or supplies arising or incurred in the Ordinary Course of Business; (iii) liens arising under conditional sales contracts and

equipment leases with Third Parties entered into in the Ordinary Course of Business; (iv) liens for current Taxes, assessments and other governmental levies, fees and charges which are not due and payable or which may thereafter be paid without penalty or which are being contested in good faith; (v) liens relating to environmental or safety conditions; (vi) as to the Real Property Interests, any easements, rights-of-way, covenants, conditions, restrictions, reservations, exceptions, and other encumbrances that do not, individually or in the aggregate, materially adversely impair the continued use, occupancy, and operation of the assets to which they relate in connection with the operation of the Purchased Terminal Facilities and the Purchased Pipeline Systems by Seller in the Ordinary Course of Business; (vii) any condition that would be shown on an accurate survey or upon personal inspection of the Owned Property or the property subject to the ROW Interests; (viii) any existing leases, licenses and other similar agreements and instruments relating to the use or occupancy of the Real Property Interests, the Purchased Terminal Facilities or the Purchased Pipeline Systems that do not, individually or in the aggregate, materially adversely impair the continued use, occupancy, and operation of the assets to which they relate in connection with the operation of the Purchased Terminal Facilities and the Purchased Pipeline Systems by Seller in the Ordinary Course of Business; (ix) the terms and conditions of any Real Property Interests; (x) any federal, state, local, tribal and foreign statutes, rules, regulations, ordinances and other laws, and all licenses, permits, special permits, variances and similar instruments, relating to zoning, building, fire, health, pollution control or the environment or otherwise regulating the use of any Real Property Interests; (xi) the rights of the owners of outstanding oil, gas and mineral interests and/or their lessees to explore for, drill, extract, produce and develop oil, gas and minerals in, on and under the lands associated with the Real Property Interests, together with the right to use as much of the surface of said lands as is reasonably necessary to exercise such rights; and (xii) acts done or suffered to be done by, and judgments against, Buyer and those claiming by, through or under Buyer.

          “ Person ” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, undivided joint interest operation or Governmental Authority.

          “ Pipeline Systems ” has the meaning set forth in the Recitals.

          “ Prudent Industry Practices ” means any of those lawful practices, methods and acts generally engaged in or approved by the pipeline and terminaling industries (as applicable) in the United States that, in the exercise of reasonable judgment in light of the circumstances known at the time of implementation, could have been expected to accomplish the desired result at a reasonable cost consistent with functionality, reliability, safety and expedition applicable to health, safety, security and environmental procedures. “Prudent Industry Practice” is not intended to be limited to the optimum practices, methods or acts to the exclusion of others, but rather is intended to include acceptable practices, methods and acts generally engaged in or approved by the pipeline and terminaling industries (as applicable) in the United States.

          “ Purchase Agreement ” means this Asset Purchase Agreement, including the Exhibits and Schedules attached hereto, as amended, modified and supplemented from time to time.

          “ Purchase Price ” has the meaning set forth in Section 2.2(a)(i) .

          “ Purchased Additives ” means certain inventories of generic additives owned by Seller located at the Terminal Facilities as set forth on Exhibit T attached hereto.

          “ Purchased Assets ” means, collectively, the Purchased Terminal Facilities and the Purchased Pipeline Systems, together with the Assigned Contracts, the Books and Records, the Purchased Additives, and the Purchased Terminal Linefill.

          “ Purchased Pipeline Systems ” means, collectively, the Pipeline Systems, together with the Equipment and Real Property Interests related to such Pipeline Systems as set forth on the Schedules attached hereto, excluding the Excluded Assets.

          “ Purchased Terminal Facilities ” means, collectively, the Terminal Facilities, together with the Equipment and Real Property Interests related to such Terminal Facilities as set forth on the Schedules attached hereto, excluding the Excluded Assets.

          “ Purchased Terminal Linefill ” means all physical inventories of pipeline fill in the manifold to tank, tank to pump, and pump to load rack pipeline segments included within each Terminal Facility.

          “ Real and Personal Property Taxes ” has the meaning set forth in Section 11.2 .

          “ Real Property Interests ” has the meaning set forth in the Recitals.

          “ Remediation and Monitoring Projects ” means the environmental remediation and monitoring projects set forth on Schedule 6.2(d) .

          “ Repair ” means, in the context of a Major Loss, to repair the damage, destruction or other casualty losses giving rise to such Major Loss, and, to the extent the facts and circumstances giving rise to such Major Loss also result in the release of any Hazardous Substances, “ Repair ” shall include the taking of any remedial, removal, clean-up, or corrective action required under Environmental Law to cure any such release.

          “ Repair Cost ” means the cost required to Repair a Major Loss, as reasonably determined by Seller.

          “ Respondent ” has the meaning set forth in Section 13.3(a) .

          “ Restricted Information ” means all information concerning the BP Group, this Purchase Agreement, the Joint Basin Shares, the Purchased Assets or the Assumed

Liabilities (other than any such information that is available to the public, or hereafter becomes available to the public, other than as a result of a breach of Section 6.2(a) ).

          “ River Rouge Line ” means the BP Group’s refined products pipeline running from the BP Whiting Refinery located near Whiting, Indiana, to the Terminal Facility located in River Rouge, Michigan described in the Terminals Schedules , which connects to the River Rouge Line Terminals.

          “ River Rouge Line Tariffs ” has the meaning set forth in Section 6.3(j)(ii) .

          “ River Rouge Line Terminals ” means, collectively, the Terminal Facilities located in: South Bend, Indiana; Jackson, Michigan; Dearborn, Michigan; and River Rouge, Michigan; as each of such Terminal Facilities are described in the Terminals Schedules .

          “ River Rouge Separation Project Losses ” means all Losses which result from or arise out of the Work that a Party performs, or causes to be performed, to complete the River Rouge Separation Projects in accordance with Section 6.3(k) .

          “ River Rouge Separation Project s” means the engineering and construction projects set forth on Exhibit R required to separate the River Rouge Line from the River Rouge Line Terminals as described in the Scope of Work.

          “ ROW Interests ” has the meaning set forth in the Recitals.

          “ Scope of Work ” has the meaning set forth in Section 6.3(k)(i) .

          “ Seller ” has the meaning set forth in the Preamble.

          “ Seller Group ” has the meaning set forth in Section 10.1(b) .

          “ Seller Severance Plan ” has the meaning set forth in Section 6.3(c)(xii) .

          “ Seller Vacation Policy ” has the meaning set forth in Section 6.3(c)(viii) .

          “ Stage 1 Employees ” means all employees of Seller and its Affiliates employed in the operation of the Purchased Terminal Facilities and the Purchased Pipeline Systems as listed on Schedule 6.3(c)(i)(A) , other than the Stage 2 Employees.

          “ Stage 2 Employees ” means all employees of Seller and its Affiliates employed in the operation of the Purchased Terminal Facilities and the Purchased Pipeline Systems located in the State of Ohio (except for the Terminal Facility located in Sciotoville, Ohio, as described in the Terminals Schedules ) as listed on Schedule 6.3(c)(i)(A) .

          “ Sugar Creek Terminal ” means the Terminal Facility located in Sugar Creek, Missouri, as described in the Terminals Schedules .

          “ Taxes ” means all taxes, charges, fees, imposts, duties, levies, withholdings or other assessments imposed by any Governmental Authority, including environmental taxes, excise taxes, customs, duties, utility, property, income, sales, use, value added, transfer and fuel taxes, and any interest, fines, penalties or additions to tax attributable to or imposed on or with respect to any such assessment or related to any tax return or tax filing, including all applicable income, sales, use, excise, business, occupation or other tax, if any, relating in any way to this Purchase Agreement or any other service, supply or operating agreement.

          “ Terminal Facilities ” has the meaning set forth in the Recitals.

          “ Terminal TAS Transition Services Agreement ” means an agreement, substantially in the form attached hereto as Exhibit G-3 , which sets forth the terms and conditions under which Seller shall provide to Buyer certain transition services related to the transition of the terminal automation systems at the Terminal Facilities to Buyer’s telecommunications network after the Closing as described therein.

          “ Termination Date ” means the later to occur of (a) December 31, 2011, (b) the date to which the Termination Date is extended under the provisions of Section 9.3(b) , if applicable, (c) one hundred twenty (120) days after the date on which the Parties receive a second request from the relevant agencies under the HSR Act, if any, in connection with the filing made pursuant to Section 6.3(f) (but in any event, no earlier than December 31, 2011), or (d) such other date as the Parties may mutually agree to in writing.

          “ Third Party ” means any Person other than Seller or Buyer, and their respective Affiliates.

          “ Third Party Action ” has the meaning set forth in Section 10.5(a) .

          “ Third Party IP Contracts ” means Contracts pursuant to which a member of the BP Group derives the right to possess and use Intellectual Property owned by any Third Party.

          “ Transferred Employees ” has the meaning set forth in Section 6.3(c)(ii) .

          “ Transition Services Agreements ” means, collectively, the Midwest Transition Services Agreement, the Ohio Transition Services Agreement, and the Terminal TAS Transition Services Agreement.

          “ WARN Obligations ” has the meaning set forth in Section 6.3(c)(ix) .

           “ Work ” has the meaning set forth in Section 6.3(k)(i) .

           1.1(b) Other Definitional Provisions .

               (i) The words “ hereof ”, “ herein ”, and “ hereunder ” and words of similar import, when used in this Purchase Agreement, refer to this Purchase Agreement as a whole and not to any particular provision of this Purchase Agreement.

               (ii) The terms defined in the singular have a comparable meaning when used in the plural, and vice versa.

               (iii) Whenever the Parties have agreed that any approval or consent shall not be “ unreasonably withheld ,” such phrase shall also include the Parties’ agreement that the approval or consent shall not be unreasonably delayed or conditioned.

               (iv) Reference to “ day ” or “ days ” in this Purchase Agreement refers to calendar days unless otherwise stated.

               (v) Whenever the words “ include ,” “ includes ” or “ including ” are used in this Purchase Agreement, they are deemed to be followed by the words “ without limitation .”

               (vi) All references to Sections , Exhibits and Schedules mean those numbered sections or paragraphs in this Purchase Agreement and those Exhibits and Schedules attached hereto and made a part of this Purchase Agreement, respectively.

ARTICLE 2

PURCHASE AND SALE OF THE PURCHASED ASSETS

     2.1 Purchase and Sale of the Purchased Assets . Subject to the terms and conditions of this Purchase Agreement, on the Closing Date, (i) Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire, accept, assume and receive from Seller, all of Seller’s right, title and interest to the Purchased Assets and the Joint Basin Shares, (ii) Seller shall make the other conveyances, assignments, and transfers contemplated by Section 2.3 , and (iii) Buyer shall assume the Assumed Liabilities.

     2.2 Purchase Price; Capital Expenditures; Deposit; Payment of Purchase Price .

          2.2(a) Purchase Price .

               (i) The total purchase price to be paid by Buyer to Seller in consideration for the Purchased Assets (other than the Purchased Additives) and the Joint Basin Shares shall be (i) $165,000,000 (the “ Base Price ”), plus (ii) the amount of any Capital Expenditures between the date hereof and the Closing Date (the sum of clauses (i) and (ii), the “ Purchase Price ”), and shall be payable as set forth in this Section 2.2 .

               (ii) The total purchase price to be paid by Buyer to Seller in consideration for the Purchased Additives (the “ Additive Purchase Price ”) shall be the amount of the sum of, for each applicable additive included in the Purchased Additives, the quantity of the inventory volume of each such Purchased Additive (as measured as of the Closing Date in accordance with the inventory measurement and close out procedures set forth on Exhibit S ) as multiplied by the price set forth beside each such Purchased Additive on Exhibit T attached hereto.

          2.2(b) Purchased Additives . Exhibit T sets forth Seller’s good faith estimate as of the date hereof of the amount of the inventory volume for each Purchased Additive, and sets forth the price payable by Buyer for each inventory of such Purchased Additives hereunder. Five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer an update to Exhibit T setting forth Seller’s good faith estimate as of such date of the amount of the inventory volume for each Purchased Additive (and setting forth the same price payable by Buyer for each inventory of such Purchased Additives hereunder). The price payable for the Purchased Additives at the Closing by Buyer shall be the amount of the sum of, for each applicable additive included in the Purchased Additives, the quantity of Seller’s good faith estimate of the inventory volume of each such Purchased Additive set forth on such updated form of Exhibit T as multiplied by the price set forth beside each such Purchased Additive on Exhibit T (the “ Estimated Additive Purchase Price ”). Within one hundred twenty (120) days after the Closing Date, Seller shall deliver to Buyer a final statement setting forth the actual Additive Purchase Price payable by Buyer hereunder, based on the actual amount of the inventory volume of each such Purchased Additive as measured as of the Closing Date in accordance with the inventory measurement and close out procedures set forth on Exhibit S . If (i) the actual Additive Purchase Price payable for the Purchased Additives is greater than the Estimated Additive Purchase Price paid by Buyer at the Closing for such Purchased Additives, then Buyer shall pay to Seller in immediately available funds the amount of the resulting difference within five (5) Business Days after its receipt of such statement, and (ii) the actual Additive Purchase Price payable for the Purchased Additives is less than the Estimated Additive Purchase Price paid by Buyer at the Closing for such Purchased Additives, then Seller shall pay to Buyer in immediately available funds in the amount of the resulting difference within five (5) Business Days after Buyer’s receipt of such statement.

          2.2(c) Capital Expenditures . Three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement setting forth Seller’s good faith estimate of the aggregate amount of all Capital Expenditures between the date hereof and the Closing Date, which shall be the amount payable by Buyer for Capital Expenditures at the Closing. Within one hundred twenty (120) days after the Closing Date, Seller shall deliver to Buyer a final statement setting forth the actual amount payable by Buyer for such Capital Expenditures. If (i) the actual amount payable by Buyer for such Capital Expenditures is greater than the estimated amount paid by Buyer for such Capital Expenditures at the Closing, then Buyer shall pay to Seller in immediately available funds the amount of the resulting difference within five (5) Business Days after its receipt of such statement, and (ii) the actual amount payable by Buyer for such Capital Expenditures is less than the estimated amount paid by Buyer for such Capital Expenditures at the Closing, then Seller shall pay to Buyer in immediately available funds the amount of the resulting difference within five (5) Business Days after Buyer’s receipt of such statement.

          2.2(d) Deposit and Signing Date Deliverables . Contemporaneously with execution of this Purchase Agreement, Buyer shall deliver a payment to Seller (or Seller’s designee) in immediately available funds, by wire transfer to an account

designated by Seller, of a non-refundable deposit against the Purchase Price in an amount equal to ten percent (10%) of the Base Price (the “ Deposit ”). The Deposit shall be non-refundable unless a Deposit Return Event has occurred, in which event Seller shall transfer to Buyer, in immediately available funds by wire transfer to an account designated by Buyer, a cash amount equal to the Deposit.

          2.2(e) Closing Date Payment . On the Closing Date, Buyer shall pay to Seller (or Seller’s designee), in immediately available funds by wire transfer to an account designated by Seller, an amount equal to the Base Price, (i) plus Seller’s good faith estimate of the aggregate amount of all Capital Expenditures between the date hereof and the Closing Date delivered under Section 2.2(c) , (ii) minus the amount of the Deposit, (iii) plus Buyer’s share of any Real and Personal Property Taxes for the Current Tax Year payable in accordance with Section 11.2 , (iv) plus the Estimated Additive Purchase Price (the “ Closing Date Payment ”).

          2.2(f) Bifurcation of Purchase Agreement .

               (i) If, prior to the Filing Date, the Parties reasonably believe that the Closing conditions set forth in Section 7.3 and Section 8.3 will not be able to be satisfied within thirty (30) days after the Filing Date with respect to the purchase and sale of a portion of the Purchased Assets (but that all Closing conditions set forth in Article 7 and Article 8 are likely to be satisfied or waived by such date with respect to all other Purchased Assets), then, notwithstanding anything in this Purchase Agreement to the contrary, unless prohibited by a Governmental Authority, ( y ) the Parties shall, acting reasonably and in good faith, agree on any necessary amendments or other modifications to this Purchase Agreement, the Schedules and Exhibits attached hereto in order to reflect the exclusion of such portion of the Purchased Assets (the “ Carved-Out Assets ”) and all Assumed Liabilities related thereto (together with the Carved-Out Assets, the “ Carved-Out Assets and Liabilities ”) from this Purchase Agreement; and ( z ) any amendment to this Purchase Agreement for the purpose of excluding Carved-Out Assets and Liabilities shall reflect the following: (A) the Base Price will be reduced by the Fair Market Value associated with the Carved-Out Assets; (B) the Closing Date Payment will be reduced to account for the exclusion of Capital Expenditures, Purchased Additives and Real and Personal Property Taxes, in each case included in or associated with the Carved-Out Assets and Liabilities; and (C) the Deposit shall be reduced by an amount equal to 10% of the Fair Market Value associated with the Carved-Out Assets (but Seller shall not be required to refund any amount to Buyer in connection with such reduction).

               (ii) As soon as reasonably practicable following the execution of any amendment to this Purchase Agreement for the purpose of excluding Carved-Out Assets and Liabilities pursuant to Section 2.2(f)(i) , the Parties shall enter into a separate purchase agreement with respect to the Carved-Out Assets and Liabilities, which agreement shall be substantially in the form of this Purchase Agreement, including its Schedules and Exhibits , in each case as modified by the Parties, acting reasonably and in good faith, to apply solely to the Carved-Out Assets and Liabilities. Such purchase agreement shall reflect the following: ( x ) the Base Price shall be the Fair Market Value

associated with the Carved-Out Assets and Liabilities; ( y ) the Closing Date Payment will include all Capital Expenditures, Purchased Additives and Real and Personal Property Taxes, in each case included in or associated with the Carved-Out Assets and Liabilities; and ( z ) the Deposit shall equal 10% of the Fair Market Value associated with the Carved-Out Assets.

     2.3 Instruments of Conveyance, Transfer, and Assumption . At the Closing, Seller and Buyer shall deliver to one another duly executed copies of the following instruments:

          2.3(a) A bill of sale, substantially in the form attached hereto as Exhibit B , whereby Seller conveys and transfers to Buyer all of Seller’s right, title and interest in and to the Purchased Assets (other than the Real Property Interests and the Assigned Contracts) subject to the terms contained herein and therein;

          2.3(b) One or more quitclaim deeds, executed and acknowledged by Seller (or Seller’s Affiliate), granting and conveying to Buyer all of Seller’s (or Seller’s Affiliate’s) right, title and interest in and to the Owned Property, which deeds shall be substantially in the form attached hereto as Exhibit C , adapted as necessary to conform to local requirements to render such grant and conveyance effective and to render such deeds recordable;

          2.3(c) One or more agreements by and under which Seller (or Seller’s Affiliate) shall assign and convey to Buyer, and Buyer shall accept and assume, all of Seller’s (or Seller’s Affiliate’s) right, title and interest in and to the ROW Interests (subject to, and to the extent permitted under, the terms of the terms and conditions of the instruments granting or creating the ROW Interests) which agreements shall be substantially in the form attached hereto as Exhibit D , adapted as necessary to conform to local requirements to render such assignment, conveyance, acceptance and assumption effective and to render such agreement recordable;

          2.3(d) An assignment and assumption agreement, substantially in the form attached hereto as Exhibit E , which sets forth the terms and conditions under which Seller (or Seller’s Affiliate) shall assign and Buyer shall accept and assume the Assumed Liabilities and the Assigned Contracts;

          2.3(e) An assignment and conveyance agreement, the form of which is attached hereto as Exhibit F , whereby Seller’s Affiliate shall convey and transfer to Buyer all of such Affiliate’s right, title and interests in and to the Joint Basin Shares, subject to the terms contained herein and therein;

          2.3(f) The Transition Services Agreements;

          2.3(g) Connection agreements, substantially in the forms attached hereto as Exhibits H-1 and H-2 , which set forth the terms and conditions under which the Lower V Pipeline System shall interconnect with certain terminal and pipeline

station facilities located in Dubuque County, Iowa, and Sullivan County, Missouri, retained by Seller;

          2.3(h) License agreements, substantially in the form attached hereto as Exhibit H-3 , which set forth the terms and conditions under which (i) Buyer will grant to Seller (or Seller’s Affiliate), with respect to that certain pump station area known as Dubuque Station (as the same is described in the Pipelines Schedules ), and (ii) Seller will grant to Buyer (or Buyer’s Affiliate), with respect to that certain pump station area known as Milan Station (as such pump station is described in the Pipelines Schedules ), in the case of each of clauses (i) and (ii), respectively, certain rights to access and use certain parcels of land which the applicable grantor owns at such location and to install, operate and maintain certain pipelines, equipment and related surface facilities thereon after the Closing Date as described therein;

          2.3(i) A lease agreement, substantially in the form attached hereto as Exhibit I , which sets forth the terms and conditions under which Buyer shall lease to Seller truck parking and office space at the Terminal Facility located in Sacramento, California (as described in the Terminals Schedules ) after the Closing Date as described therein;

          2.3(j) A warehouse lease agreement, substantially in the form attached hereto as Exhibit J , which sets forth the terms and conditions under which Buyer shall lease to Seller portions of a warehouse building, office space and parking at the Sugar Creek Terminal after the Closing Date as described therein;

          2.3(k) A license agreement, substantially in the form attached hereto as Exhibit K , which sets forth the terms and conditions under which Seller shall grant Buyer the right to access and use certain parcels of land which Seller owns adjacent to the Sugar Creek Terminal, and to operate and maintain certain portions of the Sugar Creek Terminal and related Equipment located thereon after the Closing Date as described therein;

          2.3(l) One or more easement agreements, substantially in the form attached hereto as Exhibit L , which set forth the terms and conditions under which Seller shall grant to Buyer easements with respect to certain portions of the Pipeline Systems which traverse certain parcels of land which Seller owns adjacent to the Sugar Creek Terminal;

          2.3(m) A utility easement and services agreement, substantially in the form attached hereto as Exhibit M , which sets forth the terms and conditions under which Buyer shall grant to Seller an easement at the Sugar Creek Terminal and provide related utility and remediation services after the Closing Date as described therein;

          2.3(n) Terminal storage and handling agreements, substantially in the forms attached hereto as Exhibits N-1 through N-4 , which set forth the terms and conditions under which Buyer will provide services to Seller for the receipt, storage,

throughput, custody, and delivery of refined products at the Terminal Facilities after the Closing Date as described therein;

          2.3(o) Requirements agreements, substantially in the forms attached hereto as Exhibits O-1 through O-4 , which set forth the terms and conditions under which Buyer shall accept and transport all of Seller’s requirements of refined products on the Lower V Pipeline System in accordance with the Lower V System Tariffs and on the Northern Ohio Pipeline Systems in accordance with the Northern Ohio System Tariffs after the Closing Date as described therein;

          2.3(p) A right of first refusal agreement, substantially in the form attached hereto as Exhibit P , which sets forth the terms and conditions under which Buyer shall grant to Seller a right of first refusal to purchase the Lower V Pipeline System, the Lower V System Terminals, and the Terminal Facilities described in the Terminals Schedules located in Tampa, Florida, and River Rouge, Michigan, after the Closing Date as described therein;

          2.3(q) A properly executed statement from Seller (or the appropriate parent Affiliate, in the event that Seller is disregarded as an entity separate from its parent for federal income tax purposes on the Closing Date), dated as of the Closing Date, in a form reasonably acceptable to Buyer that meets the requirements of Treasury Regulations Section 1.1445-2(b)(2);

          2.3(r) A closing certificate from Seller, which shall be substantially in the form attached hereto as Exhibit U , dated as of the Closing Date, executed by a duly authorized officer of Seller, attesting as to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 ;

          2.3(s) A closing certificate from Buyer, which shall be substantially in the form attached hereto as Exhibit U , dated as of the Closing Date, executed by a duly authorized officer of Buyer, attesting as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 ;

          2.3(t) Shop leases, pipeline and surface site easements, and property access agreements, substantially in the forms attached hereto as Exhibits V-1 through V-3 , as applicable, which set forth the terms and conditions under which Buyer will grant to Seller (or Seller’s Affiliate) certain leasehold, easement and other access rights with respect to certain property and assets retained by Seller (or Seller’s Affiliate) at each of the Terminal Facilities located in South Bend, Indiana, and Jackson, Michigan (as each of such Terminal Facilities are described in the Terminals Schedules ), and with respect to the operation and maintenance by Seller’s Affiliate of certain portions of the River Rouge Line which traverse the parcels of land on which the River Rouge Line Terminals are situated, respectively, after the Closing Date as described therein; and

          2.3(u) Evidence of the resignations, effective as of the Closing Date, of the officers and directors of Joint Basin Corporation appointed by Seller’s Affiliate.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

          Subject to the exceptions, disclaimers and other matters set forth in this Purchase Agreement, any written disclosures made to Buyer prior to the Closing Date and any documents provided or made available to Buyer, and except as expressly set forth in the Schedules , Seller represents and warrants to Buyer as follows:

     3.1 Valid Organization . Seller is as of the date of this Purchase Agreement, and will be on the Closing Date, duly organized, validly existing and in good standing under the laws of the State of its incorporation or formation, and is duly qualified or licensed to do business as a foreign entity in all States where it is necessary and required to be so qualified or licensed in order to perform the obligations and effect the transactions contemplated by this Purchase Agreement, except where the failure to be so qualified or licensed would not reasonably be expected to cause a Material Adverse Effect.

     3.2 Authorization . Seller has full power and authority to enter into this Purchase Agreement and carry out the transactions contemplated hereby. The execution and delivery of this Purchase Agreement, and all other documents required hereunder to be executed and delivered by Seller, and the performance of the transactions contemplated hereby have been duly and validly authorized by such action, corporate or otherwise, necessary on behalf of Seller. This Purchase Agreement is, and each document required to be executed and delivered by Seller hereunder shall be, a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except (a) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights, and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding for the same may be brought.

     3.3 Consents . Except (i) as set forth on Schedule 3.3 , and (ii) with respect to any consents, approvals or notices that may be required in order for Seller to grant or assign any rights to any ROW Interests to Buyer, no consent, approval of or by, or filing with or notice to any other Person, including any Governmental Authority, is required with respect to Seller in connection with the execution, delivery or enforceability of this Purchase Agreement or the consummation of the transactions provided for hereby, except where the failure to obtain such consent or approval, make such filing or give such notice would not reasonably be expected, individually or in the aggregate, to cause a Material Adverse Effect.

     3.4 No Violation . Neither the execution and delivery of this Purchase Agreement nor the performance by Seller of its obligations under this Purchase Agreement nor the consummation of the transactions contemplated by this Purchase Agreement will, assuming receipt of the consents set forth on Schedule 3.3 , (a) violate any provision of the constituent organizational documents of Seller; (b) violate, constitute a breach of or result in the creation or imposition of any lien or encumbrance upon the Purchased Assets (excluding the ROW Interests) under any agreement or commitment to which Seller is a

party or by which Seller is bound or otherwise; or (c) to the Knowledge of Seller, violate any statute or law or any judgment, decree, order, permit, regulation or rule of any Governmental Authority to which Seller is subject, except where such violation of any provision in clauses (b) and (c) would not reasonably be expected, individually or in the aggregate, to cause a Material Adverse Effect.

     3.5 Title to the Purchased Assets; Joint Basin Shares; Encumbrance .

          3.5(a) Seller makes no representations or warranties with regard to title to the Purchased Assets, other than that (i) Seller has good and marketable title to the Purchased Assets constituting personal property, and (ii) the Purchased Assets are free and clear of all liens, security interests and encumbrances created by or through Seller other than Permitted Liens.

          3.5(b) Seller makes no representations or warranties with regard to the Joint Basin Shares or Joint Basin Corporation, other than that Seller’s Affiliate, Amoco Oil Holding Company, has good and valid title to the Joint Basin Shares free and clear of all liens, security interests and encumbrances created by such Affiliate of Seller, and such Joint Basin Shares are duly authorized, validly issued, fully paid, and nonassessable. Notwithstanding anything in this Purchase Agreement to the contrary, this Section 3.5(b) contains the sole and exclusive representations and warranties of Seller with respect to the Joint Basin Shares or Joint Basin Corporation.

     3.6 Compliance with Laws . To Seller’s Knowledge, the Purchased Assets and the operation thereof are in compliance with all laws, governmental regulations, orders and decrees, with respect to the operation of the Purchased Assets by Seller, except for violations, non-compliance or other matters, if any, which would not reasonably be expected, individually or in the aggregate, to cause a Material Adverse Effect.

     3.7 Litigation . There is no legal, equitable, bankruptcy, administrative or other action or proceeding pending or, to the Knowledge of Seller, threatened against Seller or its Affiliates with respect to the Purchased Assets, before any arbitrator or Governmental Authority.

     3.8 Material Contracts . Seller has provided or made available to Buyer true and complete copies of each Material Contract (subject, in any event, to any obligations of confidentiality owed to Third Parties as set forth on Schedule 3.8 ). Seller is in compliance with, and is not in breach of, any term of any Material Contract, and to Seller’s Knowledge, no other party to any Material Contract is in breach of the terms thereof, except, in the case of any of the foregoing circumstances, to the extent any such breach or noncompliance would not reasonably be expected, individually or in the aggregate, to cause a Material Adverse Effect. Seller has not received as of the date hereof written notice of breach of any Material Contract that would reasonably be expected, individually or in the aggregate, to cause a Material Adverse Effect.

     3.9 No Broker . Seller has not retained or employed any broker, finder, or similar agent, or otherwise taken any action in connection with the negotiations relating to

this Purchase Agreement and the transactions contemplated hereby in a manner so as to give rise to any claims against any Buyer for any brokerage commission, finder’s fee or other similar payment.

     3.10 Permits . To the Knowledge of Seller, Seller owns, holds or lawfully uses in the operation of the Purchased Assets, all material permits, licenses and other authorizations from a Governmental Authority which are necessary for the ownership or operation of the Purchased Assets as currently owned or operated by Seller and its Affiliates. Such permits are valid and in full force and effect. Seller is not in violation of, or non-compliance with, any such permit, license or authorization, except to the extent such violation or noncompliance would not reasonably be expected, individually or in the aggregate, to cause a Material Adverse Effect.

     3.11 Taxes . Seller has filed in a timely manner all required federal, state and local income, sales, use, property and franchise tax returns with respect to the Purchased Assets, and has paid (except for amounts being diligently contested in good faith) all required Tax or similar assessments with respect to the Purchased Assets, except where any failure to file or pay any such Tax or assessment would not reasonably be expected, individually or in the aggregate, to cause a Material Adverse Effect. Buyer will not be subject to any Tax liability as a successor or transferee, including under section 1.1502-6 of the Treasury regulations promulgated under the Code or otherwise, as a result of purchasing the Purchased Assets.

     3.12 Labor Matters . Except as set forth on Schedule 3.12 , as of the date hereof, neither Seller nor its Affiliates are a party to, nor is any of them currently negotiating, any collective bargaining or other labor union agreement applicable to any of the Employees (the “ Collective Bargaining Agreements ”). Seller has provided Buyer with true and complete copies of all Collective Bargaining Agreements. Except as set forth on Schedule 3.12 , as of the date hereof, no unfair labor practice charges or representation petitions are pending before the National Labor Relations Board with regard to any of the Employees and no arbitration requests are pending under any Collective Bargaining Agreements.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

          Buyer hereby represents and warrants to Seller as follows:

     4.1 Valid Organization . Buyer is as of the date of this Purchase Agreement, and will be on the Closing Date, a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. As of the date of any assignment of this Purchase Agreement to Buyer’s wholly-owned Affiliate in accordance with Section 12.6 and as of the Closing Date, such Affiliate will be duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of formation or organization. As of the Closing, Buyer or its wholly-owned Affiliate to which this Purchase Agreement has been assigned in accordance with Section 12.6 , will be duly qualified or licensed to do business in all States where it is necessary and required to be so

qualified or licensed in order to perform the obligations and effect the transactions contemplated by this Purchase Agreement.

     4.2 Authorization . Buyer has all requisite power and authority to enter into this Purchase Agreement, to carry out the transactions contemplated hereby and to acquire and own the Purchased Assets and the Joint Basin Shares. The execution and delivery of this Purchase Agreement and the performance of the transactions contemplated hereby have been duly and validly authorized by such action, corporate or otherwise, necessary on behalf of Buyer. This Purchase Agreement is, and each document required to be executed and delivered by Buyer hereunder shall be, a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except (a) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights, and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding for the same may be brought.

     4.3 Consents . Except as set forth on Schedule 4.3 , no