Buckeye Partners, L.P. to Acquire Northeast Pipelines and Terminals from ExxonMobil

Emmaus, PA - Buckeye GP LLC, the general partner of Buckeye Partners, L.P. (NYSE:BPL) (the "Partnership"), today announced that the Partnership has entered into definitive agreements to acquire a major refined petroleum products pipeline system, along with interests in five associated petroleum products terminals, from affiliates of Exxon Mobil Corporation ("ExxonMobil"). The pipeline system delivers refined products from the Valero refinery in Paulsboro, New Jersey to destinations in New Jersey, Pennsylvania and New York. The pipeline systems and terminals will significantly expand the Partnership's presence in its core northeastern United States market area. The Partnership intends to continue serving ExxonMobil as a significant shipper on the pipelines and at the terminals to be acquired. The principal pipeline assets to be acquired include the following:

• The Malvern to New York System ("North Line"), consisting of approximately 154.1 miles of 8-inch diameter pipe and approximately 222.4 miles of 6-inch diameter pipe extending from ExxonMobil's Malvern Station in Chester County, Pennsylvania to terminals in Lehigh and Berks County, Pennsylvania and Broome, Erie, Monroe and Onondaga Counties in New York;


• The Malvern to Harrisburg System, consisting of approximately 75 miles of pipe of various diameters extenting to central Pennsylvania;


• The Paulsboro to Malvern System, consisting of approximately 23.7 miles of 12-inch diameter pipe extending from ExxonMobil's Paulsboro Station in Gloucester County, New Jersey to ExxonMobil's Malvern Station and storage tanks in Chester County, Pennsylvania;


• The Paulsboro to Philadelphia Airport jet system consisting of approximately 2.6 miles of 8-inch diameter pipe extending from ExxonMobil's Paulsboro Station to the Philadelphia Airport; and


• The Paulsboro to Colonial System consisting of approximatley 0.4 miles of 12-inch diameter pipe extending from the Valero Paulsboro Refinery in Gloucester County, New Jersey to Colonial Pipeline Junction in Gloucester County, New Jersey.

In addition to the pipelines, the assets to be purchased include refined petroleum products terminals located in Malvern, Pennsylvania, and Binghamton, Rochester and Buffalo, New York, as well as a fifty percent interest in a terminal located in the Syracuse, New York area.

The Partnership intends to connect the North Line to the Buckeye pipeline system at Macungie, Pennsylvania. This integration of the pipeline systems will provide Paulsboro origin shippers with the ability to deliver product to additional destinations in upstate New York and western Pennsylvania and is anticipated to generate additional pipeline volumes.

The acquisition is expected to close in the first half of 2005, subject to regulatory approvals and other customary closing conditions. The Partnership intends to fund the transaction initially through existing credit facilities.

William H. Shea, Jr., Chairman, President and Chief Executive Officer of the General Partner, said, "We are excited about the opportunity to acquire these quality pipeline and terminal assets from ExxonMobil. The pipelines complement our existing infrastructure in the northeast, and the planned connection between the pipelines to be acquired and our existing pipeline infrastructure should provide increased flexibility for shippers and lead to volume expansion opportunities. These pipelines serve demand-oriented markets and provide stable fee based revenues. The terminals to be acquired will expand the business of Buckeye Terminals, LLC, our terminal operation, and should provide additional revenue opportunities as we convert these historically proprietary terminals to terminals available to all shippers. We also expect to realize significant cost savings given the fact that these assets are contiguous to our existing operations in the northeast. Following integration of the acquired assets, the Partnership expects the transaction will be accretive to cash available for distribution."

The Partnership will host a conference call to discuss the transaction on Monday, January 24, 2005 at 11:00 a.m. Eastern Time. Interested parties are invited to listen via the Internet, on either a live or replay basis at: www.phx.corporate-ir.net/playerlink.zhtml?c=110823&s=wM&Amp;e=1004698 A replay will also be available until January 28, 2005 by dialing (800) 642-1687 Code: 3552894

Buckeye Partners, L.P., through its operating subsidiaries, is one of the largest independent refined petroleum products pipeline systems in the United States in terms of volumes delivered, with approximately 4,500 miles of pipeline. The Partnership also operates and maintains approximately 1,300 miles of pipeline under agreements with major oil and chemical companies, and owns and operates 38 active refined petroleum products terminals in Illinois, Indiana, Michigan, Missouri, New York, Ohio and Pennsylvania. For more information about Buckeye Partners, L.P., visit the Partnership's website at www.buckeye.com

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This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that the General Partner believes to be reasonable as of today's date. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond the control of the Partnership. Among them are (1) adverse weather conditions resulting in reduced demand; (2) changes in rate regulation by the Federal Energy Regulatory Commission; (3) changes in other laws and regulations, including safety, tax and accounting matters; (4) competitive pressures from other transportation services and alternative energy sources; (5) liability for environmental claims; (6) improvements in energy efficiency and technology resulting in reduced demand; (7) the inability to integrate acquired assets successfully with the Partnership's existing assets and to realize anticipated cost savings and other efficiencies; (8) labor relations; (9) changes in real property tax assessments; (10) regional economic conditions; (11) market prices of petroleum products and the demand for those products in the Partnership's service territory; (12) disruptions to the air travel system; (13) security issues relating to the Partnership's assets; and (14) interest rate fluctuations and other capital market conditions. You should read the Partnership's Annual Report on Form 10-K, and its most recently filed Form 10-Q, for a more extensive list of factors that could affect results. The Partnership undertakes no obligation to revise its forward-looking statements to reflect events or circumstances occurring after today's date.

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