<PAGE>

                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

================================================================================

                             BUCKEYE PARTNERS, L.P.

                                     ISSUER

                                       AND

                                  SUNTRUST BANK

                                     TRUSTEE

                          SECOND SUPPLEMENTAL INDENTURE

                           DATED AS OF AUGUST 19, 2003

                                       TO

                                    INDENTURE

                            DATED AS OF JULY 10, 2003

                              6 3/4% NOTES DUE 2033

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     PAGE
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<S>                                                                                                                  <C>
ARTICLE 1 Relation to Indenture; Definitions......................................................................     1
   SECTION 1.01. Relation to Indenture............................................................................     1
   SECTION 1.02. Definitions......................................................................................     1
   SECTION 1.03. General References...............................................................................     2

ARTICLE 2 The Series of Securities................................................................................     2
   SECTION 2.01. The Form and Title of the Securities.............................................................     2
   SECTION 2.02. Amount...........................................................................................     2
   SECTION 2.03. Stated Maturity..................................................................................     2
   SECTION 2.04. Interest and Interest Rates......................................................................     2
   SECTION 2.05. Place of Payment.................................................................................     3
   SECTION 2.06. Optional Redemption..............................................................................     3
   SECTION 2.07. Defeasance and Discharge; Covenant Defeasance....................................................     3
   SECTION 2.08. Global Securities; Restrictions on Transfer and Exchange.........................................     3
   SECTION 2.09. Transfer and Exchange............................................................................     3
   SECTION 2.10. Legends..........................................................................................     4
   SECTION 2.11. Registration Rights Agreement....................................................................     6

ARTICLE 3 Events of Default.......................................................................................     6
   SECTION 3.01. Additional Event of Default......................................................................     6

ARTICLE 4 Covenants...............................................................................................     6
   SECTION 4.01. Additional Covenant..............................................................................     6

ARTICLE 5 Miscellaneous...........................................................................................     7
   SECTION 5.01. Certain Trustee Matters..........................................................................     7
   SECTION 5.02. Continued Effect.................................................................................     7
   SECTION 5.03. Governing Law....................................................................................     7
   SECTION 5.04. Counterparts.....................................................................................     7
</TABLE>

EXHIBITS

Exhibit A: Form of Note

Exhibit B: Form of Certificate to be Delivered upon Exchange or Registration of
           Transfer of Notes

Exhibit C: Form of Certificate to be Delivered in Connection with Transfers
           Pursuant to Regulation S

                                                   Second Supplemental Indenture

<PAGE>

         SECOND SUPPLEMENTAL INDENTURE, dated as of August 19, 2003 (this
"SECOND SUPPLEMENTAL INDENTURE"), between BUCKEYE PARTNERS, L.P., a Delaware
limited partnership (the "PARTNERSHIP"), having its principal office at 5 Radnor
Corporate Center, Suite 500, 100 Matsonford Road, Radnor, Pennsylvania 19087,
and SUNTRUST BANK, a Georgia banking corporation ("SUNTRUST"), as trustee under
the Indenture referred to below (in such capacity, the "TRUSTEE").

                           RECITALS OF THE PARTNERSHIP

         WHEREAS, the Partnership and the Trustee have heretofore entered into
an Indenture, dated as of July 10, 2003 (the "ORIGINAL INDENTURE"), as amended
and supplemented by the First Supplemental Indenture thereto dated as of July
10, 2003 (the "FIRST SUPPLEMENTAL INDENTURE") (the Original Indenture, as
supplemented from time to time, including without limitation pursuant to the
First Supplemental Indenture and pursuant to this Second Supplemental Indenture
being referred to herein as the "INDENTURE"); and

         WHEREAS, under the Original Indenture, a new series of Securities may
at any time be established by the Board of Directors of Buckeye Pipe Line
Company, a Delaware corporation and the Partnership's general partner (the
"GENERAL PARTNER"), in accordance with the provisions of the Original Indenture,
and the terms of such series may be established by a supplemental indenture
executed by the General Partner on behalf of the Partnership and by the Trustee;
and

         WHEREAS, the Partnership proposes to create under the Indenture a new
series of Securities; and

         WHEREAS, all acts and things necessary to make the Notes (as herein
defined), when executed by the General Partner on behalf of the Partnership and
authenticated and delivered by the Trustee as provided in the Original Indenture
and this Second Supplemental Indenture, the valid and binding obligations of the
Partnership and to make this Second Supplemental Indenture a valid and binding
agreement in accordance with the Original Indenture have been done or performed;
and

         WHEREAS, the Partnership has entered into a Registration Rights
Agreement dated as of August 19, 2003 (the "REGISTRATION RIGHTS AGREEMENT")
relating to the Notes among the Partnership and the Initial Purchasers named
therein;

         NOW, THEREFORE, in consideration of the premises, agreements and
obligations set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree, for the equal and proportionate benefit of all Holders of the
Notes, as follows:

                                   ARTICLE 1
                       RELATION TO INDENTURE; DEFINITIONS

         SECTION 1.01. RELATION TO INDENTURE.

         With respect to the Notes, this Second Supplemental Indenture
constitutes an integral part of the Indenture.

         SECTION 1.02. DEFINITIONS.

         For all purposes of this Second Supplemental Indenture, capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned thereto in the Original Indenture.

                                                   Second Supplemental Indenture

<PAGE>

         SECTION 1.03. GENERAL REFERENCES.

         All references in this Second Supplemental Indenture to Articles and
Sections, unless otherwise specified, refer to the corresponding Articles and
Sections of this Second Supplemental Indenture; and the term "herein", "hereof",
"hereunder" and any other word of similar import refers to this Second
Supplemental Indenture.

                                   ARTICLE 2
                            THE SERIES OF SECURITIES

         SECTION 2.01. THE FORM AND TITLE OF THE SECURITIES.

         There is hereby established a new series of Securities to be issued
under the Indenture and to be designated as the Partnership's 6 3/4% Notes due
2033 (the "NOTES"). The Notes shall be substantially in the form attached as
Exhibit A hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as the Partnership may deem
appropriate or as may be required or appropriate to comply with any laws or with
any rules made pursuant thereto or with the rules of any securities exchange or
automated quotation system on which the Notes may be listed or traded, or to
conform to general usage, or as may, consistently with the Indenture, be
determined by the officers executing such Notes, as evidenced by their execution
thereof.

         The Notes shall be executed, authenticated and delivered in accordance
with the provisions of, and shall in all respects be subject to, the terms,
conditions and covenants of the Original Indenture as supplemented by this
Second Supplemental Indenture (including the form of Note set forth as Exhibit A
hereto (the terms of which are incorporated in and made a part of this Second
Supplemental Indenture for all intents and purposes)).

         SECTION 2.02. AMOUNT.

         The aggregate principal amount of the Notes which may be authenticated
and delivered pursuant hereto is unlimited. The Trustee shall initially
authenticate and deliver Notes for original issue in an initial aggregate
principal amount of up to $150,000,000 upon delivery to the Trustee of a
Partnership Order for the authentication and delivery of such Notes. The
aggregate principal amount of the Notes to be issued hereunder may be increased
at any time hereafter and the series may be reopened for issuances of additional
Notes, upon Partnership Order without the consent of any Holder. The Notes
issued on the date hereof and any such additional Notes that may be issued
hereafter shall be part of the same series of Securities for all purposes under
the Indenture.

         SECTION 2.03. STATED MATURITY.

         The Notes may be issued on any Business Day on or after August 19,
2003, and the Stated Maturity of the Notes shall be August 15, 2033.

         SECTION 2.04. INTEREST AND INTEREST RATES.

         The rate or rates at which the Notes shall bear interest, the date or
dates from which such interest shall accrue, the Interest Payment Dates on which
any such interest shall be payable and the Regular Record Date for any interest
payable on any Interest Payment Date, in each case, shall be as set forth in the
form of Note set forth as Exhibit A hereto.

                                                   Second Supplemental Indenture

                                       2

<PAGE>

         SECTION 2.05. PLACE OF PAYMENT.

         As long as any Notes are outstanding, the Partnership shall maintain an
office or agency in the Borough of Manhattan, The City of New York, where Notes
may be presented for payment.

         SECTION 2.06. OPTIONAL REDEMPTION.

         At its option, the Partnership may redeem the Notes, in whole or in
part, in principal amounts of $1,000 or any integral multiple thereof, at any
time or from time to time, at the applicable redemption price determined as set
forth in the form of Note attached hereto as Exhibit A, in accordance with the
terms set forth in the Notes and in accordance with Article XI of the Original
Indenture.

         SECTION 2.07. DEFEASANCE AND DISCHARGE; COVENANT DEFEASANCE.

         Article XIII of the Original Indenture shall apply to the Notes.

         SECTION 2.08. GLOBAL SECURITIES; RESTRICTIONS ON TRANSFER AND EXCHANGE.

         The Notes shall initially be issued in the form of one or more Global
Securities. Such Global Securities (i) shall bear the legends applicable to
Global Securities set forth in Sections 2.02 and 2.04 of the Original Indenture,
(ii) may be exchanged in whole or in part for Securities in definitive form upon
the terms and subject to the conditions provided in Section 3.05 of the Original
Indenture and in this Second Supplemental Indenture and (iii) shall otherwise be
subject to the applicable provisions of the Indenture.

                  (1)      Rule 144A Global Notes. The Notes offered and sold to
         "qualified institutional buyers" ("QIBs" or individually, a "QIB")
         (which term shall have the meaning assigned to it in Rule 144A under
         the Securities Act of 1933, as amended (the "SECURITIES ACT")) in the
         United States of America in reliance on Rule 144A will initially be
         issued as permanent Global Securities (the "RULE 144A GLOBAL NOTES"),
         without interest coupons, substantially in the form of Exhibit A
         hereto. The Rule 144A Global Notes will be duly executed by the
         Partnership, authenticated by the Trustee, deposited with the Trustee
         (as custodian for The Depository Trust Company ("DTC"), which shall act
         as Depositary with respect to the Notes constituting Global Securities)
         and registered in the name of DTC or a nominee thereof.

                  (2)      Regulation S Global Notes. Notes offered and sold in
         Offshore Transactions to Non-U.S. Persons (each such term to have the
         meaning assigned to it in Regulation S under the Securities Act
         ("REGULATION S")) in reliance on Regulation S will initially be issued
         as permanent Global Securities (the "REGULATION S GLOBAL NOTES"),
         without interest coupons, substantially in the form of Exhibit A
         hereto. The Regulation S Global Notes will be duly executed by the
         Partnership, authenticated by the Trustee, deposited with the Trustee
         (as custodian for DTC) and registered in the name of DTC or a nominee
         thereof.

         SECTION 2.09. TRANSFER AND EXCHANGE.

                  (1)      Transfer and Exchange of Notes in Certificated Form.
         In addition to the requirements set forth in Section 3.05 of the
         Original Indenture, the Notes in certificated form that are Registrable
         Securities under the Registration Rights Agreement (the "TRANSFER
         RESTRICTED SECURITIES") presented or surrendered for registration of
         transfer or exchange pursuant to Section 3.05 of the Original Indenture
         shall be accompanied by the following additional information and
         documents, as applicable, upon which the Security Registrar may
         conclusively rely:

                                                   Second Supplemental Indenture

                                       3

<PAGE>

                           (a)      if such Transfer Restricted Securities are
                  being delivered to the Security Registrar by a Holder for
                  registration in the name of such Holder, without transfer, a
                  certification from such Holder to that effect (in
                  substantially the form of Exhibit B hereto); or

                           (b)      if such Transfer Restricted Securities are
                  being transferred (1) to a QIB in accordance with Rule 144A
                  under the Securities Act or (2) pursuant to an exemption from
                  registration in accordance with Rule 144 under the Securities
                  Act (and based upon an opinion of counsel if the Partnership
                  or the Trustee so requests) or (3) pursuant to an effective
                  registration statement under the Securities Act, a
                  certification to that effect from such holder (in
                  substantially the form of Exhibit B hereto); or

                           (c)      if such Transfer Restricted Securities are
                  being transferred pursuant to an exemption from registration
                  in accordance with Rule 904 of Regulation S under the
                  Securities Act, certifications to that effect from such Holder
                  (in substantially the form of Exhibits B and C hereto) and an
                  opinion of counsel to that effect if the Partnership or the
                  Trustee so requests; or

                           (d)      if such Transfer Restricted Securities are
                  being transferred in reliance on and in compliance with
                  another exemption from the registration requirements of the
                  Securities Act, a certification to that effect from such
                  Holder (in substantially the form of Exhibit B hereto) and an
                  opinion of counsel to that effect if the Partnership or the
                  Trustee so requests.

                  (2)      Transfer and Exchange of Global Notes. The transfer
         and exchange of the Global Notes (as defined below) or beneficial
         interests therein shall be effected through the Depositary, upon the
         terms and subject to the conditions provided in Section 3.05 of the
         Original Indenture and Article 2 of this Second Supplemental Indenture
         (including the restrictions on transfer set forth therein and herein)
         and the rules and procedures of the Depositary therefor, which shall
         include restrictions on transfer comparable to those set forth therein
         and herein to the extent required by the Securities Act.

         SECTION 2.10. LEGENDS.

                  (1)      Excepted as permitted by the following paragraphs (2)
         and (3) immediately below, each certificate evidencing the Rule 144A
         Global Notes or Regulation S Global Notes (each a "GLOBAL NOTE") or any
         other Notes in certificated form (and all Notes issued in exchange
         therefor or substitution thereof other than the Exchange Notes (as
         defined below)) shall bear a legend in substantially the following
         form:

                  THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
                  TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
                  SECURITIES ACT OF 1933 (THE ""SECURITIES ACT"), AND HAS NOT
                  BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
                  LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY
                  NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
                  SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
                  DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
                  TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
                  REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
                  HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
                  ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL
                  OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
                  "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER
                  THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND

                                                   Second Supplemental Indenture

                                       4

<PAGE>

                  THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
                  ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
                  SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A
                  REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
                  THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
                  ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
                  ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
                  INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
                  SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
                  ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
                  GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
                  UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
                  SECURITIES ACT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
                  RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
                  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S
                  RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
                  CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
                  COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY
                  TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN
                  REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
                  DATE.

                  (2)      Upon any sale or transfer of a Transfer Restricted
         Security (including any Transfer Restricted Security represented by a
         Global Note) pursuant to Rule 144 under the Securities Act or an
         effective registration statement under the Securities Act, which
         effectiveness shall be certified by the Partnership to the Trustee and
         Security Registrar upon which each may conclusively rely:

                           (a)      in the case of any Transfer Restricted
                  Security in definitive form, the Security Registrar shall
                  permit the Holder thereof to exchange such Transfer Restricted
                  Security for a Note in definitive form that does not bear the
                  legend set forth in (1) above and rescind any restriction on
                  the transfer of such Transfer Restricted Security; and

                           (b)      in the case of any Transfer Restricted
                  Security represented by a Global Note, such Transfer
                  Restricted Security shall not be required to bear the
                  legend(s) set forth in (1) above if all other interests in
                  such Global Note have been or are concurrently being sold or
                  transferred pursuant to Rule 144 under the Securities Act or
                  pursuant to an effective registration statement under the
                  Securities Act, but such Transfer Restricted Security shall
                  continue to be subject to the provisions of Section 3.05 of
                  the Original Indenture and this Section 2.10 of this Second
                  Supplemental Indenture.

                  (3)      Notwithstanding the foregoing, upon consummation of
         the Exchange Offer (as defined in the Registration Rights Agreement),
         the Partnership shall issue and, upon receipt of a Partnership Order in
         accordance with Section 3.03 of the Original Indenture, the Trustee
         shall authenticate Notes ("EXCHANGE NOTES") in exchange for Notes
         accepted for exchange in the Exchange Offer, which Exchange Notes shall
         not bear the legend set forth in (1) above, and the Security Registrar
         shall rescind any restriction on the transfer of the Exchange Notes, in
         each case unless the Holder of Notes being transferred in the Exchange
         Offer is either (A) a broker-dealer tendering Notes acquired directly
         from the Partnership, (B) a Person participating in the Exchange Offer
         for purposes of distributing the Exchange Notes or (C) a Person who is
         an "affiliate" (as defined in Rule 144 under the Securities Act) of the
         Partnership. The Partnership shall identify to the Trustee such Holders
         of the Notes in a written certification signed by an Officer of the
         General Partner and, absent receipt of a certificate from the
         Partnership to such effect, the Trustee shall assume that there are no
         such Holders.

                                                   Second Supplemental Indenture

                                       5

<PAGE>

         SECTION 2.11. REGISTRATION RIGHTS AGREEMENT.

         Holders of the Notes shall have the benefit of the Partnership's
registration obligations with respect to the Notes, and such Holders shall also
have certain obligations to indemnify the Partnership under certain
circumstances, all as more fully set forth in the Registration Rights Agreement.

                                   ARTICLE 3
                               EVENTS OF DEFAULT

         SECTION 3.01. ADDITIONAL EVENT OF DEFAULT

         With respect to the Notes, the occurrence of any of the following
events shall, in addition to the other events or circumstances described as
Events of Default in Section 5.01 of the Original Indenture, constitute an Event
of Default: default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness of the Partnership or any of its Subsidiaries (or the payment of
which is guaranteed by the Partnership or any of its Subsidiaries), whether such
Indebtedness or guarantee now exists or is created after the date of issuance of
any Notes, if (a) that default (x) is caused by a failure to pay principal of or
premium, if any, or interest on such Indebtedness prior to the expiration of any
grace period provided in such Indebtedness (a "PAYMENT DEFAULT"), or (y) results
in the acceleration of the maturity of such Indebtedness to a date prior to its
originally stated maturity, and, (b) in each case described in clauses (x) or
(y) above, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$50,000,000 or more.

                                    ARTICLE 4
                                    COVENANTS

         SECTION 4.01. ADDITIONAL COVENANT

         The covenant contained in this Section 4.01 shall apply to the Notes
only and not to any other series of Securities issued under the Indenture, and
is being included solely for the benefit of the Notes and the Holders thereof.
This covenant shall be effective only for so long as there remain Outstanding
any Notes.

         SEC Reports; Financial Statements.

                  (1)      Whether or not the Partnership is then subject to
         Section 13 or 15(d) of the Exchange Act, from and after the Issue Date
         of the Notes, the Partnership shall electronically file with the
         Commission, so long as the Notes are Outstanding, the annual, quarterly
         and other periodic reports that the Partnership is required to file (or
         would otherwise be required to file) with the Commission pursuant to
         Sections 13 and 15(d) of the Exchange Act, and such documents shall be
         filed with the Commission on or prior to the respective dates (the
         "Required Filing Dates") by which the Partnership is required to file
         (or would otherwise be required to file) such documents, unless, in
         each case, such filings are not then permitted by the Commission.

                  (2)      If such filings are not then permitted by the
         Commission, or such filings are not generally available on the Internet
         free of charge, from and after the Issue Date of the Notes, the
         Partnership shall provide the Trustee with, and the Trustee will mail
         to any Holder of Notes requesting in writing to the Trustee copies of,
         such annual, quarterly and other periodic reports specified in Sections
         13 and 15(d) of the Exchange Act within 15 days after its Required
         Filing Date.

                                                   Second Supplemental Indenture

                                       6

<PAGE>

                  (3)      In addition, the Partnership shall furnish to the
         Holders of Notes and to prospective investors, upon the requests of
         Holders of Notes, any information required to be delivered pursuant to
         Rule 144A(d)(4) under the Securities Act of 1933, as amended (the
         "Securities Act"), so long as the Notes are not freely transferable
         under the Securities Act.

                  (4)      The Partnership shall provide the Trustee with a
         sufficient number of copies of all reports and other documents and
         information that the Trustee may be required to deliver to Holders of
         Notes under clause (2) of this Section 10.09.

                  (5)      Delivery of such reports, information and documents
         to the Trustee is for informational purposes only and the Trustee's
         receipt of such shall not constitute constructive notice of any
         information contained therein or determinable from information
         contained therein, including the Partnership's compliance with any of
         its covenants hereunder (as to which the Trustee is entitled to rely
         exclusively on Officers' Certificates).

                                   ARTICLE 5
                                 MISCELLANEOUS

         SECTION 5.01. CERTAIN TRUSTEE MATTERS.

         The recitals contained herein shall be taken as the statements of the
Partnership, and the Trustee assumes no responsibility for their correctness.

         The Trustee makes no representations as to the validity or sufficiency
of this Second Supplemental Indenture or the Notes or the proper authorization
or the due execution hereof or thereof by the Partnership.

         SECTION 5.02. CONTINUED EFFECT.

         Except as expressly supplemented and amended by this Second
Supplemental Indenture, the Original Indenture (as supplemented and amended by
the First Supplemental Indenture) shall continue in full force and effect in
accordance with the provisions thereof, and the Original Indenture (as
supplemented and amended by the First Supplemental Indenture and by this Second
Supplemental Indenture) is in all respects hereby ratified and confirmed. This
Second Supplemental Indenture and all its provisions shall be deemed a part of
the Original Indenture in the manner and to the extent herein and therein
provided.

         SECTION 5.03. GOVERNING LAW.

         This Second Supplemental Indenture and the Notes shall be governed by
and construed in accordance with the laws of the State of New York.

         SECTION 5.04. COUNTERPARTS.

         This instrument may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                   Second Supplemental Indenture

                                       7

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and delivered, all as of the day and
year first above written.

                              BUCKEYE PARTNERS, L.P.

                              By: BUCKEYE PIPE LINE COMPANY,
                                  Its General Partner

                              By: STEPHEN C. MUTHER
                                  ----------------------------------------------
                              Name:  Stephen C. Muther
                              Title: Senior Vice President - Administration,
                                     General Counsel and Secretary

                              SUNTRUST BANK,
                              as Trustee

                              By: JACK ELLERIN
                                  ----------------------------------------------

                              Name:  Jack Ellerin
                              Title: Authorized Officer


<PAGE>

                                                                       EXHIBIT A

                             [FORM OF FACE OF NOTE]

[IF A GLOBAL SECURITY, INSERT--THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO,
OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON
OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE
REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR
IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT
TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]

[IF A GLOBAL SECURITY, INSERT--UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]

[IF A TRANSFER RESTRICTED SECURITY, INSERT--THIS NOTE (OR ITS PREDECESSOR) WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE ""SECURITIES ACT"), AND HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/
OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED
UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.]

                             BUCKEYE PARTNERS, L.P.

                              6 3/4% NOTE DUE 2033

No. _________                                                 U.S.$_____________

CUSIP No. ___________

         BUCKEYE PARTNERS, L.P., a Delaware limited partnership (herein called
the "Partnership", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to


                                      A-1

<PAGE>

pay to ____________________, or registered assigns, the principal sum of
_____________________________ United States Dollars on August 15, 2033, and to
pay interest thereon from August 19, 2003, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on February 15 and August 15 in each year, commencing on February 15, 2004, at
the rate of 6 3/4% per annum, until the principal hereof is paid or made
available for payment and at the rate of 6 3/4% per annum on any overdue
principal and premium and on any overdue installment of interest. The amount of
interest payable for any period shall be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial period
shall be computed on the basis of a 360-day year of twelve 30-day months and the
days elapsed in any partial month. In the event that any date on which interest
is payable on this Security is not a Business Day, then a payment of the
interest payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay) with the same force and effect as if made on the date the payment was
originally payable. A "Business Day" shall mean, when used with respect to any
Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law, executive order or regulation to close. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the "Regular Record Date" for such interest, which shall be the
February 1 or August 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice of which shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange or automated quotation system on which
the Securities of this series may be listed or traded, and upon such notice as
may be required by such exchange or automated quotation system, all as more
fully provided in such Indenture.

         [If a Global Security, insert--Payment of the principal of (and
premium, if any) and any such interest on this Security will be made by transfer
of immediately available funds to a bank account in the United States of America
designated by the Holder in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.]

         [If a Definitive Security, insert--Payment of the principal of (and
premium, if any) and any such interest on this Security will be made at the
office or agency of the Partnership maintained for that purpose in the Borough
of Manhattan, the City and State of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts or subject to any laws or regulations applicable
thereto and to the right of the Partnership (as provided in the Indenture) to
rescind the designation of any such Paying Agent, at the offices of
_________________ in the Borough of Manhattan, The City and State of New York,
and at such other offices or agencies as the Partnership may designate, by
United States Dollar check drawn on, or transfer to a United States Dollar
account maintained by the payee with, a bank in The City of New York (so long as
the applicable Paying Agent has received proper transfer instructions in writing
at least 10 days prior to the payment date); provided, however, that payment of
interest may be made at the option of the Partnership by United States Dollar
check mailed to the addresses of the Persons entitled thereto as such addresses
shall appear in the Security Register or by transfer to a United States Dollar
account maintained by the payee with a bank in The City of New York (so long as
the applicable Paying Agent has received proper transfer instructions in writing
by the Record Date prior to the applicable Interest Payment Date).]

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         The Partnership hereby irrevocably undertakes to the Holder hereof to
exchange this Security in accordance with the terms of the Indenture without
charge.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                      A-2

<PAGE>

         IN WITNESS WHEREOF, the Partnership has caused this instrument to be
duly executed.

Dated:  ______________, ____

                                            BUCKEYE PARTNERS, L.P.

                                            By: BUCKEYE PIPE LINE COMPANY,
                                                its General Partner

                                                By: ___________________________
                                                Name:
                                                Title:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

SUNTRUST BANK,
as Trustee

By: ____________________________________________
                Authorized Signatory


                                      A-3

<PAGE>

                                [REVERSE OF NOTE]

                             BUCKEYE PARTNERS, L.P.

                              6 3/4% NOTE DUE 2033

         This Security is one of a duly authorized issue of securities of the
Partnership (the "Securities"), issued and to be issued in one or more series
under an Indenture dated as of July 10, 2003, as amended and supplemented by the
First Supplemental Indenture thereto dated as of July 10, 2003 and as further
amended and supplemented by the Second Supplemental Indenture thereto dated as
of August 19, 2003 (such Indenture, as so amended and supplemented being
referred to herein as the "Indenture"), between the Partnership and SunTrust
Bank, a Georgia banking corporation, as Trustee (the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Partnership, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof.

         This Security is redeemable, in whole or in part, at the Partnership's
option at any time prior to maturity at a redemption price equal to the greater
of (a) 100% of the principal amount of this Security, and (b) as determined by
the Quotation Agent (as defined below), the sum of the present values of the
remaining scheduled payments of principal and interest (not including any
portion of those payments of interest accrued as of the date of redemption)
discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as
defined below) plus 20 basis points, plus, in each case, accrued and unpaid
interest to the date of redemption.

         For purposes of determining any redemption price, the following
definitions shall apply:

         "Adjusted Treasury Rate" means, with respect to any date of redemption,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the date of redemption.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of this Security that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of this Security.

         "Comparable Treasury Price" means, with respect to any date of
redemption, (a) the average of the Reference Treasury Dealer Quotations for the
date of redemption, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (b) if the Trustee obtains fewer than three Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.

         "Quotation Agent" means J.P. Morgan Securities Inc. or another
Reference Treasury Dealer appointed by the Partnership.

         "Reference Treasury Dealer" means (a) each of J.P. Morgan Securities
Inc. and its respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Partnership shall substitute
another Primary Treasury Dealer; and (b) any other Primary Treasury Dealer
selected by the Partnership.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any date of redemption, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding that date of redemption.

         Unless the Partnership defaults in payment of the redemption price, on
and after the date of redemption, interest will cease to accrue on this Security
or the portions hereof called for redemption.


                                      A-4

<PAGE>

         In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.

         The Indenture contains provisions for defeasance at any time of (1) the
entire indebtedness of this Security or (2) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Partnership and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Partnership and the Trustee with
the consent of not less than the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all series to be affected (voting as one
class). The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
affected series (voting as one class), on behalf of the Holders of all
Securities of such series, to waive compliance by the Partnership with certain
provisions of the Indenture. The Indenture permits, with certain exceptions as
therein provided, the Holders of a majority in principal amount of Securities of
any series then Outstanding to waive past defaults under the Indenture with
respect to such series and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and all
holders of Securities of which this Security is a Predecessor Security, whether
or not notation of such consent or waiver is made upon this or any other
Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee indemnity satisfactory to the
Trustee and the Trustee shall not have received from the Holders of a majority
in principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Partnership,
which is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place(s) and rate, and in the coin or
currency, herein prescribed.

         [If a Global Security, insert--This Global Security or portion hereof
may not be exchanged for Definitive Securities of this series except in the
limited circumstances provided in the Indenture.

         The holders of beneficial interests in this Global Security will not be
entitled to receive physical delivery of Definitive Securities except as
described in the Indenture and will not be considered the Holders thereof for
any purpose under the Indenture.]

         [If a Definitive Security, insert--As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security
is registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Partnership in The City
of New York , or, subject to any laws or regulations applicable thereto and to
the right of the Partnership (limited as provided in the Indenture) to rescind
the designation of any such transfer agent, at the offices of _________________
in the Borough of Manhattan, The City of New York, and at such other offices or
agencies as the Partnership may designate, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Partnership and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new


                                      A-5

<PAGE>

Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.]

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Partnership may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Partnership, the Trustee and any agent of the Partnership or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security is overdue, and neither the
Partnership, the Trustee nor any such agent shall be affected by notice to the
contrary.

         [If a Transfer Restricted Security, insert--The Holder of this Security
is entitled to the benefits of the Registration Rights Agreement dated as of
August 19, 2003 (the "Registration Rights Agreement") by and among the
Partnership and the Initial Purchasers named therein, and such Holders shall
also have certain obligations to indemnify the Partnership under certain
circumstances, all as more fully set forth in the Registration Rights Agreement.
In certain events, the Partnership shall be required to pay to the Holder of
this Security additional interest on this Security, on the terms and subject to
the conditions of the Registration Rights Agreement.]

         Obligations of the Partnership under the Indenture and the Securities
thereunder, including this Security, are non-recourse to Buckeye Pipe Line
Company (the "General Partner") and its Affiliates (other than the Partnership),
and payable only out of cash flow and assets of the Partnership. The Trustee,
and each Holder of a Security by its acceptance hereof, will be deemed to have
agreed in the Indenture that (1) neither the General Partner nor its assets (nor
any of its Affiliates, other than the Partnership, or their respective assets)
shall be liable for any of the obligations of the Partnership under the
Indenture or such Securities, including this Security, and (2) no director,
officer, employee, stockholder or unitholder, as such, of the Partnership, the
Trustee, the General Partner or any Affiliate of any of the foregoing entities
shall have any personal liability in respect of the obligations of the
Partnership under the Indenture or such Securities by reason of his, her or its
status.

         This Security shall be governed by and construed in accordance with the
laws of the State of New York.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


                                      A-6

<PAGE>

         [If a Definitive Security, insert as a separate page--

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________ (Please Print or
Typewrite Name and Address of Assignee) the within instrument of BUCKEYE
PARTNERS, L.P. and does hereby irrevocably constitute and appoint
________________________ Attorney to transfer said instrument on the books of
the within-named Partnership, with full power of substitution in the premises.

Please Insert Social Security or
Other Identifying Number of Assignee:

_____________________________________          _________________________________

Dated: ______________________________          _________________________________
                                               (Signature)

Signature Guarantee: ___________________________________________________________
                              (Participant in a Recognized Signature
                                    Guaranty Medallion Program)

         NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.]


                                      A-7

<PAGE>

         [If a Global Security, insert as a separate page--

                       SCHEDULE OF INCREASES OR DECREASES
                               IN GLOBAL SECURITY

         The following increases or decreases in this Global Security have been
made:

<TABLE>
<CAPTION>
                          AMOUNT OF             AMOUNT OF        PRINCIPAL AMOUNT
                         DECREASE IN           INCREASE IN        OF THIS GLOBAL            SIGNATURE OF
                          PRINCIPAL         PRINCIPAL AMOUNT    SECURITY FOLLOWING       AUTHORIZED OFFICER
                        AMOUNT OF THIS           OF THIS           SUCH DECREASE           OF TRUSTEE OR
DATE OF EXCHANGE        GLOBAL SECURITY      GLOBAL SECURITY      (OR INCREASE)              DEPOSITARY]
----------------        ---------------     ----------------    ------------------       ------------------
<S>                     <C>                 <C>                 <C>                      <C>
</TABLE>


                                       A-8

<PAGE>

                                                                       EXHIBIT B

                FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                      OR REGISTRATION OF TRANSFER OF NOTES

Re: 6 3/4% Notes due 2033 of Buckeye Partners, L.P. (the "Notes").

         This Certificate relates to $____ principal amount of Notes held by
_____________________ (the "Transferor").

         The Transferor has requested the Trustee by written order to exchange
or register the transfer of a Note or Notes.

         In connection with such request and in respect of each such Note, the
Transferor does hereby certify that the Transferor is familiar with the
Indenture relating to the above-captioned Notes and that the transfer of this
Note does not require registration under the Securities Act (as defined below)
because:**

         [ ]    Such Note is being acquired for the Transferor's own account
without transfer.

         [ ]    Such Note is being transferred (i) to a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act")), in accordance with Rule 144A under the Securities Act
or (ii) pursuant to an exemption from registration in accordance with Rule 904
of Regulation S under the Securities Act (and in the case of clause (ii), based
upon an opinion of counsel if the Partnership or the Trustee so requests,
together with a certification in substantially the form of Exhibit C to the
Second Supplemental Indenture dated as of August 19, 2003 between the
Partnership and the Trustee).

         [ ]    Such Note is being transferred (i) pursuant to an exemption from
registration in accordance with Rule 144 under the Securities Act (and based
upon an opinion of counsel if the Partnership or the Trustee so requests) or
(ii) pursuant to an effective registration statement under the Securities Act.

         [ ]    Such Note is being transferred in reliance on and in compliance
with another exemption from the registration requirements of the Securities Act
(and based upon an opinion of counsel if the Partnership or the Trustee so
requests).

                                             [INSERT NAME OF TRANSFEROR]

                                             By: _______________________________
                                             Name:
                                             Title:
                                             Address:

Date: __________________________________

**Check appropriate box.


                                      B-1

<PAGE>

                                                                       EXHIBIT C

                FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                     WITH TRANSFERS PURSUANT TO REGULATION S

                                                   _________________, __________

SunTrust Bank, as Security Registrar
c/o Computershare Trust Company of New York
88 Pine Street, 19th Floor
New York, New York 10005
Attention: Corporate Trust Department

Ladies and Gentlemen:

         In connection with our proposed sale of $_______________ principal
amount of 6 3/4% Notes due 2033 (the "Notes") of Buckeye Partners, L.P. (the
"Partnership"), we confirm that such sale has been effected pursuant to and in
accordance with Regulation S under the United States Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, we represent that:

         (i)      the offer of the Notes was not made to a person in the United
                  States of America;

         (ii)     at the time the buy order was originated, the transferee was
                  outside the United States of America or we and any person
                  acting on our behalf reasonably believed that the transferee
                  was outside the United States of America;

         (iii)    no directed selling efforts have been made by us in
                  contravention of Rule 903 or Rule 904 of Regulation S under
                  the Securities Act, as applicable;

         (iv)     the transaction is not part of a plan or scheme to evade the
                  registration requirements of the Securities Act; and

         (v)      if the proposed transfer is being made prior to the expiration
                  of the 40-day distribution compliance period as set forth in
                  Regulation S, the transfer is not being made to, or for the
                  benefit or account of, a U.S. Person (other than a
                  distributor).

         You and the Partnership are entitled to rely upon this letter and you
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used but not defined in this
certificate have the meanings set forth in Regulation S under the Securities
Act.

                                             Very truly yours,

                                             ___________________________________
                                             [Name]

                                             By: _______________________________
                                                 Name:
                                                 Title:
                                                 Address:


                                      C-1