Exhibit 4.1


 




 





 


 


BUCKEYE PARTNERS, L.P.


 


 


Issuer


 


 


and


 


 


U.S. BANK NATIONAL ASSOCIATION


 


 


Trustee


 


 


SIXTH SUPPLEMENTAL INDENTURE


 


 


Dated as of August 18, 2009


 


 


To


 


INDENTURE


 


Dated as of July 10, 2003


 


 


5.50% Notes due 2019


 


 




 





 

















 


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

  	
   

  



 

















 


SIXTH SUPPLEMENTAL INDENTURE, dated as of August 18,
2009 (this “Sixth Supplemental Indenture”), between BUCKEYE PARTNERS, L.P., a
Delaware limited partnership (the “Partnership”),
having its principal office at 1 Greenway Plaza, Suite 600, Houston,
Texas  77056, 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”). the Fourth Supplemental Indenture thereto
dated as of June 30, 2005 (the “Fourth Supplemental
Indenture”) and the Fifth Supplemental Indenture thereto dated as of
January 11, 2008 (the “Fifth 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, the Fifth Supplemental Indenture and this
Sixth 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
Sixth Supplemental Indenture, the valid and binding obligations of the
Partnership and to make this Sixth 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 Sixth Supplemental Indenture constitutes an integral part of
the Indenture.


 


SECTION 1.02.  Definitions.


 


For all purposes
of this Sixth 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 Sixth Supplemental Indenture to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Sixth
Supplemental Indenture; and the term “herein”, “hereof”, “hereunder” and
any other word of similar import refers to this Sixth 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 5.50% Notes due 2019 (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 Sixth 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 Sixth 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 $275,000,000 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 18, 2009, and the Stated
Maturity of the Notes shall be August 15, 2019.


 


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 Sixth
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 Sixth 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 Sixth 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 Sixth Supplemental Indenture, the
Original Indenture (as supplemented and amended by the First Supplemental
Indenture, the Second 


 


4

















 


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

  	
  /s/

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Authorized Officer

  



 
















 


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.


 


5.50% Notes due 2019


 


	
  No. 001

  	
  U.S.
  $275,000,000

  
	
   

  	
   

  
	
  CUSIP
  No. 118230AH4

  	
   

  



 


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 CEDE & CO., or registered assigns, the principal sum of TWO
HUNDRED SEVENTY FIVE MILLION United States Dollars on August 15, 2019, and
to pay interest thereon from August 18, 2009, 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, 2010, at the rate of 5.50% per annum, until the principal hereof is paid or made available
for payment and at the rate of 5.50%
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.


 


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.


 


5.50% Notes due 2019


 


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, as further
amended and supplemented by the Fifth Supplemental Indenture thereto dated as
of January 11, 2008, and as further amended and supplemented by the Sixth
Supplemental Indenture thereto dated as of August 18, 2009  (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 30 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 Barclays Capital Inc. or another
Reference Treasury Dealer (as defined below) appointed by the Partnership.


 


“Reference Treasury Dealer” means (a) Barclays Capital
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 


 


A-3

















 


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.


 


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


 


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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 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.


 


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[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.]


 


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[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]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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