Buckeye Pipe Line Company, L.P. submits Application for Authority to charge markets based rates in the New York City market under OR13-3.

PROPOSED PROTECTIVE ORDER UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION Buckeye Pipe Line Company, L.P. ) Docket No. OR13-__-000 PROPOSED PROTECTIVE ORDER (Issued October ___, 2012) 1. This Protective Order shall govern the use of all Protected Materials produced by, or on behalf of, any Participant during the captioned proceedings. Notwithstanding any order terminating this proceeding, this Protective Order shall remain in effect until specifically modified or terminated by the Presiding Administrative Law Judge (Presiding Judge) or the Federal Energy Regulatory Commission (Commission). 2. A Participant may designate as protected those materials which customarily are treated by that Participant as sensitive or proprietary, which are not available to the public, and which, if disclosed freely, would subject that Participant or its customers to risk of competitive disadvantage or other business injury. A Participant shall designate as protected those materials which contain critical energy infrastructure information, as defined in 18 C.F.R. 388.113(c)(1) (Critical Energy Infrastructure Information). 3. Definitions For purposes of this Order: (a) The term Participant shall mean a Participant as defined in 18 C.F.R. 385.102(b). (b) (1) The term Protected Materials means (A) materials (including depositions) provided by a Participant in response to discovery requests, or by agreement in lieu of formal discovery, and designated by such Participant as protected; (B) any information contained in or obtained from such designated materials; (C) any other materials which are made subject to this Protective Order by the Presiding Judge, by the Commission, by any court or other body having appropriate authority, or by agreement of the Participants; (D) notes of Protected Materials; (E) copies of Protected Materials; and (F) materials which contain critical energy infrastructure information, as defined in 18 C.F.R. 388.113(c)(1) (Critical Energy Infrastructure Information). The Participant producing the Protected Materials shall physically mark them on each page (or in the case of non-documentary materials such as computer diskettes on each item) as PROTECTED MATERIALS or with words of similar import as long as the term Protected Materials is included in that designation to indicate that they are Protected Materials. If the Protected Materials contain Critical Energy Infrastructure Information, the Participant producing such information shall additionally mark on each page containing such information the words Contains Critical Energy Infrastructure Information Do Not Release. Where general access to materials in the offices or other repositories of Participants is provided to duly qualified Reviewing Representatives, all such materials shall be ...