Exhibit 4.1


 




 





BUCKEYE PARTNERS, L.P.


 


Issuer


 


and


 


U.S. BANK NATIONAL ASSOCIATION


 


Trustee


 


FIFTH SUPPLEMENTAL INDENTURE


 


Dated as of January 11, 2008


 


To


 


INDENTURE


 


Dated as of July 10, 2003


 


6.05% NOTES DUE 2018


 




 





 


 


 


 
















 


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.]


 


BUCKEYE PARTNERS, L.P.


 


6.05% Note due 2018


 




	
  No. 

  	
   

  	
  U.S.$

  
	
  CUSIP No. 118230 AG 6

  	
   

  






 


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 January 15, 2018, and to pay interest thereon
from January 11, 2008, 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 July 15, 2008, at the rate of
6.05% per annum, until the
principal hereof is paid or made available for payment and at the rate of 6.05% 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, 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.


 


 


 


A-1

















 


 


[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.


 


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 GP LLC

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


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


 


	
  U.S. BANK NATIONAL
  ASSOCIATION,

  
	
  as Trustee

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Authorized
  Signatory

  	
   

  



 


 


 


A-2

















 


 


[REVERSE OF NOTE]


 


BUCKEYE PARTNERS, L.P.


 


6.05% Note due 2018


 


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, as further amended and supplemented by the
Second Supplemental Indenture thereto dated as of August 19, 2003, as
further amended and supplemented by the Third Supplemental Indenture thereto
dated as of October 12, 2004, as further amended and supplemented by the
Fourth Supplemental Indenture thereto dated as of June 30, 2005, and as
further  amended and supplemented by the
Fifth Supplemental Indenture thereto dated as of January 11, 2008  (such Indenture, as so amended and supplemented being
referred to herein as the “Indenture”),
between the Partnership and U.S. Bank National Association, a national banking
association organized and existing under the laws of the United States of
America (as successor-in-interest to SunTrust Bank), 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 35 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 (as
defined below), assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
(as defined below) 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 (as defined below) 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 Lehman Brothers Inc. or another Reference Treasury Dealer (as defined
below) appointed by the Partnership.


 


“Reference Treasury Dealer”
means (a) Lehman Brothers Inc. and its 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.


 


 


A-3

















 


 


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.


 


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 




 


 


A-4

















 


 


duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new 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
GP LLC (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-5

















 


 


[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-6

















 


 


[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:


 


 




	
  Date of Exchange

  	
   

  	
  Amount of 

  Decrease in 

  Principal 

  Amount of this 

  Global Security

  	
   

  	
  Amount of 

  Increase in 

  Principal Amount 

  of this 

  Global Security

  	
   

  	
  Principal Amount 

  of this Global 

  Security following 

  such decrease 

  (or increase)

  	
   

  	
  Signature of 

  authorized officer 

  of Trustee or 

  Depositary]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


 


 


 


 


 


 


 


 


 


 


A-7
















 


TABLE OF CONTENTS


 




	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 Events of Default

  	
   

  	
  3

  
	
  SECTION 3.01. Additional Event of Default

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 Covenants

  	
   

  	
  3

  
	
  SECTION 4.01. Additional Covenant

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 Miscellaneous

  	
   

  	
  4

  
	
  SECTION 5.01. Certain Trustee Matters

  	
   

  	
  4

  
	
  SECTION 5.02. Continued Effect

  	
   

  	
  4

  
	
  SECTION 5.03. Governing Law

  	
   

  	
  5

  
	
  SECTION 5.04. Counterparts

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A:   Form of Note

  	
   

  	
   

  
				






 


 


 

















 


 


 


FIFTH SUPPLEMENTAL INDENTURE, dated as of January 11,
2008 (this “Fifth Supplemental Indenture”), between BUCKEYE PARTNERS, L.P., a
Delaware limited partnership (the “Partnership”),
having its principal office at Five TEK Park, 9999 Hamilton Blvd.,
Breinigsville, Pennsylvania 18031, and U.S. BANK NATIONAL ASSOCIATION, a
national banking association organized and existing under the laws of the
United States of America (as successor-in-interest to SUNTRUST BANK), 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 Second Supplemental Indenture thereto dated as of August 19, 2003 (the
“Second
Supplemental Indenture”), the Third Supplemental Indenture thereto
dated as of October 12, 2004 (the “Third Supplemental Indenture”) and the  Fourth Supplemental Indenture thereto dated
as of June 30, 2005 (the “Fourth Supplemental
Indenture”) (the Original Indenture, as supplemented from time to
time, including without limitation pursuant to the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture,
the Fourth Supplemental Indenture and this Fifth 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
GP LLC, 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 Fifth Supplemental Indenture, the valid and
binding obligations of the Partnership and to make this Fifth 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 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 Fifth Supplemental
Indenture constitutes an integral part of the Indenture.


 


SECTION 1.02.  Definitions.


 


For all purposes of this Fifth 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 Fifth Supplemental Indenture to
Articles and Sections, unless otherwise specified, refer to the corresponding
Articles and Sections of this Fifth Supplemental Indenture; and the term “herein”, “hereof”, “hereunder” and any other word of similar import refers to
this Fifth 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 6.05% Notes due 2018 (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 Fifth 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 Fifth 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 January 11, 2008, and the Stated Maturity of the Notes shall be January 15,
2018.


 


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.


 


 


 


2

















 


 


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.


 


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 applicable to Global Securities set forth in Sections 2.02 and
2.04 of the Original Indenture, (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 in this Fifth
Supplemental 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

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.


 


 


 


3

















 


 


SEC Reports; Financial Statements.


 


(1)           Whether or not the
Partnership is then subject to the reporting requirements of 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, at the
Partnership’s expense, will mail to any Holder of Notes requesting in writing
to the Trustee copies of, such annual, quarterly and other periodic report
specified in Sections 13 and 15(d) of the Exchange Act within 15 days
after its Required Filing Date; provided,
however, the Trustee shall have no liability whatsoever with respect
to the mailing and delivery of such reports to the Holders.


 


(3)           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 4.01, along with
written notice from the Partnership to the Trustee of the Required Filing Date
for such documents.


 


(4)           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 Fifth Supplemental Indenture or the Notes or
the proper authorization or the due execution hereof or thereof by the
Partnership.


 


Except as expressly set forth herein, nothing in this
Fifth Supplemental Indenture shall alter the duties, rights or obligations of
the Trustee set forth in the Original Indenture.


 


The Trustee makes no representation or warranty as to
the validity or sufficiency of the information contained in the prospectus
supplement related to the Notes, except such information which specifically
pertains to the Trustee itself, or any information incorporated therein by reference.


 


SECTION 5.02.  Continued Effect.


 


Except as expressly supplemented and amended by this
Fifth Supplemental Indenture, the Original Indenture (as supplemented and
amended by the First Supplemental Indenture, the Second 




 


 


4

















 


 


Supplemental Indenture,
the Third Supplemental Indenture and the Fourth 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, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture and this Fifth
Supplemental Indenture) is in all respects hereby ratified and confirmed.  This Fifth 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 Fifth 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]


 


 


 


 


5

















 


 


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


 


 


	
   

  	
  BUCKEYE PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BUCKEYE GP LLC

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: 

  	
  Authorized Officer