BUCKEYE PARTNERS, L.P. $400,000,000 2.650% Notes due 2018 $400,000,000 5.850% Notes due 2043 UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2013 • Buckeye Partners, L.P. • Pipe lines (no natural gas) • New York
Buckeye Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell $400,000,000 aggregate principal amount of its 2.650% Notes due 2018 (the “2018 Notes”) and $400,000,000 aggregate principal amount of its 5.850% Notes due 2043 (the “2043 Notes” and, together with the 2018 Notes, the “Notes”) to the several underwriters named on Schedule 1 hereto (the “Underwriters”), for whom Barclays Capital Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”). The Notes will (i) have terms and provisions which are summarized in the Pricing Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof) and (ii) be issued pursuant to an Indenture dated as of July 10, 2003 (the “Base Indenture”) between the Partnership and U.S. Bank National Association (as successor-in-interest to SunTrust Bank, a Georgia banking corporation),
