TABLE OF CONTENTS

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.

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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.

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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

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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