<PAGE>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

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                             BUCKEYE PARTNERS, L.P.

                                     ISSUER

                                       AND

                                  SUNTRUST BANK

                                     TRUSTEE

                          FIRST SUPPLEMENTAL INDENTURE

                            DATED AS OF JULY 10, 2003

                                       TO

                                    INDENTURE

                            DATED AS OF JULY 10, 2003

                                4 5/8% NOTES DUE 2013

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<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.................................................     1

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...................................................     2
 SECTION 2.06. Optional Redemption................................................     2
 SECTION 2.07. Defeasance and Discharge; Covenant Defeasance......................     2
 SECTION 2.08. Global Securities..................................................     3

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

ARTICLE 4 Miscellaneous...........................................................     3
 SECTION 4.01. Certain Trustee Matters............................................     3
 SECTION 4.02. Continued Effect...................................................     3
 SECTION 4.03. Governing Law......................................................     3
 SECTION 4.04. Counterparts.......................................................     4
</TABLE>

EXHIBITS

Exhibit A:   Form of Note

                                                          Supplemental Indenture

<PAGE>

         FIRST SUPPLEMENTAL INDENTURE, dated as of July 10, 2003 (this
"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 New York banking corporation ("SUNTRUST"), as trustee under
the Indenture referred to below (in such capacity, the "TRUSTEE").

                           RECITALS OF THE PARTNERSHIP

         WHEREAS, the Partnership has heretofore entered into an Indenture,
dated as of July 10, 2003 (the "ORIGINAL INDENTURE"), with SunTrust, as trustee;

         WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as supplemented by this Supplemental
Indenture, is herein called the "INDENTURE";

         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;

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

         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 Supplemental Indenture, the valid and binding obligations of the
Partnership and to make this Supplemental Indenture a valid and binding
agreement in accordance with the Original Indenture have been done or performed;

         NOW, THEREFORE, in consideration of the premises, agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is 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 Supplemental Indenture constitutes an
integral part of the Indenture.

         SECTION 1.02. DEFINITIONS.

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

         SECTION 1.03. GENERAL REFERENCES.

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

                                                          Supplemental Indenture

<PAGE>

                                   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 4 5/8% Notes due
2013 (the "NOTES"). The Notes shall be substantially in the form attached as
Exhibit A hereto.

         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
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 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 $300,000,000 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 July 10, 2003,
and the Stated Maturity of the Notes shall be July 15, 2013.

         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.

         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.

                                                          Supplemental Indenture

                                        2

<PAGE>

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

         SECTION 2.08. GLOBAL SECURITIES.

         The Notes shall initially be issuable in whole or in part in the form
of one or more Global Securities. Such Global Securities (i) shall be deposited
with, or on behalf of, The Depository Trust Company, New York, New York, which
shall act as Depositary with respect to the Notes, (ii) shall bear the legends
set forth in the form of Note attached as Exhibit A hereto, (iii) 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 (iv) shall otherwise be subject to the applicable provisions of the
Indenture.

                                   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
                                 MISCELLANEOUS

         SECTION 4.01. 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 Supplemental Indenture or the Notes or the proper authorization or the
due execution hereof or thereof by the Partnership.

         SECTION 4.02. CONTINUED EFFECT.

         Except as expressly supplemented and amended hereby, the Original
Indenture shall continue in full force and effect in accordance with the
provisions thereof, and the Original Indenture, as supplemented and amended
hereby, is in all respects hereby ratified and confirmed. This 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 4.03. GOVERNING LAW.

                                                          Supplemental Indenture

                                       3

<PAGE>

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

         SECTION 4.04. 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]

                                                          Supplemental Indenture

                                       4

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this 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: B.A. DONALDSON
                           ----------------------------------------------------
                         Name:  B.A. Donaldson
                         Title: Authorized Officer


                                        5

<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 APPLICABLE, 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.]

                             BUCKEYE PARTNERS, L.P.

                                4 5/8% NOTE DUE 2013

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 pay to
[____________________], or registered assigns, the principal sum of
[_____________________________] United States Dollars on July 15, 2013, and to
pay interest thereon from July 10, 2003, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on January 15 and July 15 in each year, commencing on January 15, 2004, at the
rate of 4 5/8% per annum, until the principal hereof is paid or made available
for payment and at the rate of 4 5/8% 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
January 1 or July 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,

<PAGE>

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 [__] 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.

         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.

         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.

         [NAME OF TRUSTEE]
as Trustee

         By:_____________________________________________
         Authorized Signatory

<PAGE>

                               [REVERSE OF NOTE]

                             BUCKEYE PARTNERS, L.P.

                              4 5/8% NOTE DUE 2013

         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 (the "Indenture"), between the
Partnership and [Name of Trustee], 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.

<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,--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

<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.

         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.

         [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.]