6. Assignment of Proceeding

Commissioner Nancy E. Ryan is the assigned Commissioner and Janice Grau is the assigned Administrative Law Judge in this proceeding.

1. Joint Applicants filed a motion to dismiss this application requesting approval under Pub. Util. Code § 854(a) of the indirect transfer of control of LGS.

2. No opposition to the motion was filed.

3. Buckeye Partners limited partners currently are the predominant owners of LGS, Buckeye Storage and Buckeye Partners, with control of Buckeye Partners vested in its general partner, Buckeye GP, which in turn is wholly owned by Holdings.

4. Holdings is owned by a combination of public limited partners and units owned by BGH Holdings.

5. Holdings is controlled by its general partner, Holdings GP, which is wholly owned by BGH Holdings.

6. The limited partner interests of Buckeye Partners and Holdings are traded on the New York Stock Exchange as limited partnership units.

7. Holdings GP currently controls Buckeye Partners through its power to appoint all eight members of Buckeye GP's Board.

8. Under the Merger Agreement entered into on August 18, 2010, Buckeye Partners will acquire Holdings through a merger of MergerCo with and into Holdings, with Holdings surviving the merger. As a result of the merger, Holdings will become a subsidiary of Buckeye Partners, with Buckeye Partners as Holdings' sole limited partner.

9. Following approval of this application or granting of the Motion to Dismiss, all public owners of Buckeye Partners limited partnership units (including those who were unitholders before the merger and those who received units as a result of the merger, but excluding any affiliates of BGH Holdings) will be granted the right to vote for seven of the nine members on Buckeye GP's Board.

10. Until approvals are received, Holdings GP will continue to appoint members of the Board.

11. After approvals are received, Holdings GP will no longer control Buckeye Partners and will no longer indirectly control LGS.

12. After approvals are received, Holdings GP will appoint two members of the Board, unless BGH Holdings and its affiliates reduce their ownership of Buckeye Partners limited partnership units.

13. After approvals are received, elections of the members of the Board are staggered over three years and restrictions are placed on the voting power of any individual or entity or group holding more than 20% of the limited partnership units.

14. Under current ownership by public unitholders, no individual or entity holds or otherwise controls more than 5% of the Buckeye Partners limited partnership units.

15. LGS filed an August 24, 2010 motion to file under seal the LGS audited financial statements, attached as Exhibit 3 to the application.

1. It is reasonable to dismiss this application, because the grant of voting rights to the public owners of Buckeye Partners limited partnership units (including unitholders before the merger and those who received units as a result of the merger) and the relinquishment of control of Buckeye Partners by Holdings GP does not result in an indirect transfer of control of LGS.

2. No pre-approval of the transaction under § 854 is required.

3. LGS' motion to file under seal the LGS audited financial statements, attached as Exhibit 3 to the application, should be granted.

ORDER

IT IS ORDERED that:

1. The Motion to Dismiss Application 10-08-018, requesting approval under Pub. Util. Code § 854(a) of the indirect transfer of control of Lodi Gas Storage, L.L.C., is granted.

2. Lodi Gas Storage L.L.C., Buckeye Gas Storage LLC, and Buckeye Partners, L.P. shall comply with Pub. Util. Code § 854 in the future to the extent that it applies, and are subject to fines and other regulatory sanctions if violations occur.

3. The August 24, 2010 Motion of Lodi Gas Storage, LLC for leave to file confidential material under seal, namely audited financial statements for Lodi Gas Storage attached to the Joint Application as Exhibit 3, is granted. The aforesaid materials should be placed under seal for a period of two years from the effective date of this decision, through and including December 1, 2012, and during that period the material so protected shall not be made accessible or disclosed to anyone other than Commission staff except upon the further order or ruling of the Commission, the assigned Commissioner, the assigned Administrative Law Judge (ALJ), or the ALJ then designated as Law and Motion Judge. If Lodi Gas Storage, LLC believes that further protection of the aforesaid materials is needed after December 1, 2012, it may file a motion stating the justification for further withholding of these materials from public inspection, or for such other relief as the Commission's rules may then provide. Such a motion shall explain with specificity why the designated materials still need protection in light of the passage of time involved, and shall attach a clearly-identified copy of the ordering paragraphs of this decision to the motion. Such a motion shall be filed at least 30 days before expiration of the protective order set forth in this paragraph. The assigned ALJ or the designated Law and Motion ALJ has the authority to rule on such a motion.

4. Application 10-08-018 is closed

This order is effective today.

Dated November 19, 2010, at San Francisco, California.

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