Exhibit 10.01


 


FIRST AMENDMENT


 


TO


 


5-YEAR REVOLVING CREDIT AGREEMENT


 


dated as of


 


June 30, 2005


 


among


 


VALERO LOGISTICS OPERATIONS, L.P.,


 


as Borrower,


 


VALERO L.P.,


 


JPMORGAN CHASE BANK, N.A.,


 


as Administrative Agent,


 


and


 


The Lenders Party Hereto


 





















 


FIRST AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO 5-YEAR REVOLVING CREDIT
AGREEMENT (this “First
Amendment”) dated as of June 30, 2005, is among VALERO LOGISTICS OPERATIONS, L.P., a
Delaware limited partnership (the “Borrower”); VALERO L.P., a Delaware limited partnership
(the “MLP”); JPMORGAN CHASE BANK, N.A.,
as administrative agent (in such capacity, together with its successors in such
capacity, the “Administrative Agent”) for the lenders party to the
Credit Agreement referred to below (collectively, the “Lenders”); and
the undersigned Lenders.


 


R E C I T A L S


 


A.            The
Borrower, the Administrative Agent and the Lenders are parties to that certain 5-Year
Revolving Credit Agreement dated as of December 20, 2004 (the “Credit
Agreement”), pursuant to which the Lenders have made certain extensions of
credit available to the Borrower.


 


B.            The
Borrower has requested and the Lenders have agreed to amend certain provisions
of the Credit Agreement.


 


C.            NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


Section 1.               Defined Terms.  Each capitalized term used herein but not
otherwise defined herein has the meaning given such term in the Credit
Agreement.  Unless otherwise indicated,
all references to Sections and Schedules in this First Amendment refer to
Sections of, and Schedules to, the Credit Agreement.


 


Section 2.               Amendments to Credit Agreement.


 


2.1           Amendments to Section 1.01.


 


(a)           The definition of “Agreement”
is hereby amended in its entirety to read as follows:


 


“Agreement”
means this 5-Year Revolving Credit Agreement, as amended by the First
Amendment, as the same may be amended, modified, supplemented or restated from
time to time in accordance herewith.


 


(b)           The definition of “Consolidated
EBITDA” is hereby amended in its entirety to read as follows:


 


“Consolidated
EBITDA” means, without duplication, as to the MLP and its Subsidiaries, on
a consolidated basis for each Rolling Period, the amount equal to Consolidated
Operating Income for such period (a) plus the following to the extent
deducted from Consolidated Operating Income in such period:  (i) depreciation, amortization and other
non-cash charges for such period and (ii) cash distributions received by
the Borrower from Skelly-Belvieu Pipeline Company, and similar joint 


 





















 


ventures, during such period and (b) minus
all non-cash income added to Consolidated Operating Income in such period; provided
that (i) Consolidated EBITDA shall be adjusted from time to time as
necessary to give pro forma effect to permitted acquisitions or Investments
(other than Joint Venture Interests) or sales of property by the MLP and its
Subsidiaries and (ii) Consolidated EBITDA shall be adjusted to take into
account pro forma synergies as a
result of the Acquisition in an amount equal to (A) $17,500,000 for the
Rolling Period ending on September 30, 2005, (B) $15,000,000 for the
Rolling Period ending on December 31, 2005, (C) $10,000,000 for the
Rolling Period ending on March 31, 2006 and (D) $5,000,000 for the
Rolling Period ending on June 30, 2006.


 


(c)           The definition of “Guarantor”
is hereby amended in its entirety to read as follows:


 


“Guarantor” means each of the MLP and
each Subsidiary and other Person that from time to time executes and delivers a
Subsidiary Guaranty (or becomes a party thereto by executing and delivering a
supplement thereto or otherwise), other than any such Person that is released
from such Subsidiary Guaranty in accordance with the terms thereof.


 


(d)           The definition of “Information
Memorandum” is hereby amended in its entirety to read as follows:


 


“Information Memorandum” means,
collectively, (a) the Confidential Information Memorandum dated June 2005
relating to the Borrower and the Transactions and (b) the Confidential
Information Memorandum dated November 8, 2004 relating to the Borrower and
the Transactions.


 


(e)           The definition of “Interest Period”
is hereby amended by adding the following parenthetical after the word “thereafter”
in the third line thereof:


 


“(or, with the consent of each Lender, such
other period as the Lenders and the Borrower shall mutually agree upon)”


 


(f)            The definition of “Material
Agreements” is hereby amended in its entirety to read as follows:


 


“Material Agreements” means the
Partnership Agreement (MLP) and the Indenture as each such agreement may be
amended, supplemented or otherwise modified from time to time as permitted hereby.


 


(g)           The definition of “Permitted
Investments” is hereby amended by: (i) deleting the word “and” at the
end of clause (c) thereof; (ii) replacing the period at the end of
clause (d) thereof with “; and”; and (iii) adding a new clause (e) to
read as follows:


 


“(e)         investments
in short term debt obligations of an issuer rated at least BBB by S&P’s or
Baa2 by Moody’s, and maturing within 30 days from the date of acquisition, in
an aggregate amount not to exceed $50,000,000 at any time.”


 


2





















 


(h)           The following definitions are hereby
added where alphabetically appropriate to read as follows:


 


“First
Amendment” means the First Amendment to 5-Year Revolving Credit Agreement
dated as of June 30, 2005 among the Borrower, the MLP, the Administrative
Agent and the Lenders party thereto.


 


“Term Credit Agreement” means The 5-Year
Term Credit Agreement dated as of July 1, 2005 among the Borrower, the
MLP, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and
other agents from time to time party thereto, as the same may from time to time
be amended, modified or supplemented.


 


“UK Credit Agreement” means the
Amended and Restated Credit Agreement, dated as of July 1, 2005, between
Kaneb Terminals Limited (formerly known as ST Services, Ltd.), the MLP, Kaneb
Pipeline Operating Partnership, L.P. and SunTrust Bank, as the same may from
time to time be amended, modified or supplemented.


 


2.2           Amendment to Section 2.11(c).  Section 2.11(c) is hereby amended
by deleting “June 30, 2005” wherever it appears in the fifth line thereof
and replacing it with “September 30, 2005”.


 


2.3           Amendments to Section 3.04.


 


(a)           Section 3.04(a).  Section 3.04(a) is hereby amended
in its entirety to read as follows:


 


“(a) It has heretofore furnished to the
Lenders (i) the consolidated balance sheet and statements of income,
partners equity and cash flows of the MLP (A) as of and for the fiscal
year ended December 31, 2004, reported on by KPMG, and (B) as of and
for the fiscal quarter and the portion of the fiscal year ended March 31,
2005, certified by its chief financial officer; (ii) the consolidated
balance sheet and statements of income, partners equity and cash flows of the
Borrower (A) as of and for the fiscal year ended December 31, 2004,
certified by its chief financial officer, and (B) as of and for the fiscal
quarter and the portion of the fiscal year ended March 31, 2005, certified
by its chief financial officer; (iii) the consolidated balance sheet and
statements of income, partners equity and cash flows of KPP (A) as of and
for the fiscal year ended December 31, 2004, reported on by KPMG LLP, and (B) as
of and for the fiscal quarter and the portion of the fiscal year ended March 31,
2005, certified by its chief financial officer; and (iv) the selected
unaudited pro forma condensed combined financial data set forth in the joint
proxy statement/prospectus included in the Registration Statement on Form S-4
dated November 23, 2004 filed with the SEC in connection with the Acquisition.  Such financial statements present fairly, in
all material respects, the financial position and results of operations and
cash flows of (x) the MLP and its consolidated subsidiaries, the Borrower and
its consolidated Subsidiaries, and KPP and its consolidated subsidiaries and
(y) the pro forma consolidated financial 


 


3





















 


condition of the MLP, as of such dates and
for such periods in accordance with GAAP, subject to year-end audit adjustments
and the absence of footnotes in the case of the statements referred to in
clauses (B) above.”


 


(b)           Section 3.04(b).  Section 3.04(b) is hereby amended
by deleting the number “2003” in the first line thereof and replacing it with
the number “2004”.


 


2.4           Amendments to Section 4.01.


 


(a)           Section 4.01(e).  Section 4.01(e) is hereby amended
by deleting the number “2003” in the third line thereof and replacing it with
the number “2004”.


 


(b)           Section 4.01(i).  Section 4.01(i) is hereby amended
in its entirety to read as follows:


 


“(i)          The
Administrative Agent shall have received, and shall be satisfied with the
selected unaudited pro forma condensed combined financial data set forth in the
joint proxy statement/prospectus included in the Registration Statement on Form S-4
dated November 23, 2004 filed with the SEC in connection with the
Acquisition.”


 


(c)           Section 4.01(k).  Section 4.01(k) is hereby amended in its
entirety to read as follows:


 


“(k)         The
Administrative Agent shall have received evidence satisfactory to it that all
loans, letters of credit and other obligations owing pursuant to each of (i) the
Existing Agreement, (ii) the $400,000,000 Revolving Credit Agreement dated
as of April 24, 2003 among Kaneb Pipe Line Operating Partnership, L.P., as
borrower, KPP, SunTrust Bank, as administrative agent, and the lenders party
thereto, as amended, (iii) the Loan Agreement, dated as of July 13,
2001, among KSL, KPP and Bank of Scotland, as amended, (iv) the Credit
Agreement, dated as of March 25, 1998, between Martin Oil LLC (successor
to Martin Oil Corporation) and Harris Trust and Savings Bank, as amended, and (v) the
Facility Agreement, dated as of April 16, 2003, among ST Australia Pty
Ltd, Terminals Pty Ltd, Kaneb Pipe Line Operating Partnership, L.P., and
National Australia Bank Limited, as amended, shall have been paid in full and
all commitments thereunder shall have been terminated.”


 


(d)           Section 4.01(l) and Section 4.01(m).  Section 4.01(l) and Section 4.01(m)
are hereby renumbered to be Section 4.01(m) and Section 4.01(n),
respectively, and a new Section 4.01(l) is hereby inserted to read as
follows:


 


“(l)          The Term Credit Agreement shall have
become “effective” pursuant to Section 4.01 thereof.”


 


(e)           Section 4.01.  The word “June” in the fifth line of the last
paragraph of Section 4.01 is hereby deleted and replaced with the word “September”.


 


4





















 


2.5           Amendment to Section 6.01.  Section 6.01 is hereby amended in its
entirety to read as follows:


 


“Section 6.01.  Indebtedness.  It will not, and will not permit any of its
subsidiaries to, create, incur, assume or permit to exist any Indebtedness,
except:


 


(a)           Indebtedness created under this
Agreement;


 


(b)           Indebtedness created under the Term
Credit Agreement, the principal amount of which does not exceed $525,000,000 in
the aggregate at any time;


 


(c)           Indebtedness created under the UK
Credit Agreement, the principal amount of which does not exceed £21,000,000 in
the aggregate at any time;


 


(d)           Indebtedness of the MLP to any Subsidiary
and of any Subsidiary to the MLP or any other Subsidiary to the extent
permitted by Section 6.04, so long as the MLP and the Borrower are in
compliance with Section 5.10;


 


(e)           Guarantees by the MLP of Indebtedness
of any Subsidiary and by any Guarantor of Indebtedness of the MLP or any other
Subsidiary and by any Subsidiary that is not a Guarantor of Indebtedness of any
other Subsidiary that is not a Guarantor; and


 


(f)            other Indebtedness of the MLP and
any Subsidiary; provided that, both before and after such Indebtedness
is created, incurred or assumed, no Event of Default shall have occurred and be
continuing under this Agreement, including, without limitation, an Event of
Default with respect to (i) the Consolidated Interest Coverage Ratio set forth
in Section 6.11(a) and (ii) the Consolidated Debt Coverage Ratio
set forth in Section 6.11(b).


 


Notwithstanding the foregoing or anything to
the contrary contained herein, the MLP and the Borrower will not permit the
aggregate principal amount of Indebtedness of Subsidiaries that are not
Guarantors (other than Indebtedness described on Schedule 6.01) at any
time to exceed 5% of Consolidated Net Worth.”


 


2.6           Amendment to Section 6.02(c)(i).  Section 6.02(c)(i) is hereby
amended in its entirety to read as follows:


 


“(i) such security interest secures
Indebtedness permitted by clause (f) of Section 6.01,”


 


2.7           Amendment to Section 6.08(b)(i).  Section 6.08(b)(i) is hereby
amended in its entirety to read as follows:


 


“(i) the foregoing shall not apply to restrictions
and conditions imposed by law, by this Agreement, by the Term Credit Agreement
or by the UK Credit Agreement,”


 


2.8           Amendment to Section 6.11.  Section 6.11 is hereby amended in its
entirety to read as follows:


 


5





















 


“Section 6.11.        Financial Condition Covenants.  The MLP will not permit at any time (a) its
Consolidated Interest Coverage Ratio to be less than 3.00 to 1.00 or (b) its
Consolidated Debt Coverage Ratio to be in excess of (i) 5.00 to 1.00 for
any Rolling Period ending on or before June 30, 2006 and (ii) 4.75 to
1.00 for any Rolling Period ending on or subsequent to September 30, 2006;
provided that if at any time the MLP or any of its Subsidiaries consummates an
acquisition (including the Acquisition) for which the MLP or any of its
Subsidiaries has paid aggregate net consideration of at least $100,000,000,
then, for the two Rolling Periods the last day of which immediately follow the
date on which such acquisition is consummated, the numerator of the maximum
Consolidated Debt Coverage Ratio otherwise permitted above shall be increased
by 0.5; thereafter, compliance shall be determined by reverting back to clause (i) or
(ii) above, as applicable.”


 


2.9           Amendments to
Schedules.  Schedule 3.06, Schedule 6.01
and Schedule 6.08 are hereby amended and restated in their entirety to
read as set forth on the attached Schedule 3.06, Schedule 6.01 and Section 6.08,
respectively.


 


Section 3.               Conditions Precedent.  This First Amendment shall not become effective
until the date on which each of the following conditions is satisfied (or
waived in accordance with Section 10.02 of the Credit Agreement) (the “Effective
Date”):


 


3.1           The Administrative
Agent and the Lenders shall have received all fees and other amounts due and
payable, if any, in connection with this First Amendment on or prior to the
Effective Date.


 


3.2           The Administrative
Agent shall have received from all of the Lenders, the Borrower and the MLP,
counterparts (in such number as may be requested by the Administrative Agent)
of this First Amendment signed on behalf of such Persons.


 


3.3           The Administrative
Agent shall have received such other documents as the Administrative Agent or
special counsel to the Administrative Agent may reasonably request.


 


3.4           No Default shall
have occurred and be continuing, after giving effect to the terms of this First
Amendment.


 


Section 4.               Miscellaneous.


 


4.1           Confirmation.  The provisions of the Credit Agreement, as
amended by this First Amendment, shall remain in full force and effect
following the effectiveness of this First Amendment.


 


4.2           Ratification and
Affirmation; Representations and Warranties.  The Borrower and the MLP each hereby (a) acknowledges
the terms of this First Amendment; (b) ratifies and affirms its
obligations under, and acknowledges, renews and extends its continued liability
under, each Loan Document to which it is a party and agrees that each Loan
Document to which it is a party remains in full force and effect, except as
expressly amended hereby, notwithstanding the amendments contained herein and (c) represents
and warrants to the Lenders that as of the date hereof, after giving effect to
the terms of this First Amendment:  (i) all
of the 


 


6





















 


representations and warranties
contained in each Loan Document to which it is a party are true and correct,
unless such representations and warranties are stated to relate to a specific
earlier date, in which case, such representations and warranties shall continue
to be true and correct as of such earlier date and (ii) no Default has
occurred and is continuing.  


 


4.3           Loan Document.  This First Amendment is a “Loan Document” as
defined and described in the Credit Agreement and all of the terms and
provisions of the Credit Agreement relating to Loan Documents shall apply
hereto.


 


4.4           Counterparts.  This First Amendment may be executed by one
or more of the parties hereto in any number of separate counterparts, and all
of such counterparts taken together shall be deemed to constitute one and the
same instrument.  Delivery of this First
Amendment by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.


 


4.5           NO ORAL AGREEMENT.  THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO
ORAL AGREEMENTS BETWEEN THE PARTIES.


 


4.6           GOVERNING LAW.  THIS FIRST AMENDMENT (INCLUDING, BUT NOT
LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


[SIGNATURES BEGIN NEXT PAGE]


 


7





















 


IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed as of the date first written above.


 


	
   

  	
  VALERO
  LOGISTICS OPERATIONS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Valero
  GP, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/
  Steven A. Blank

  	
   

  
	
   

  	
   

  	
   

  	
  Steven
  A. Blank

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President and

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VALERO
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Riverwalk
  Logistics, L.P., its General

  
	
   

  	
   

  	
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Valero
  GP, LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/
  Steven A. Blank

  	
   

  
	
   

  	
   

  	
   

  	
  Steven
  A. Blank

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President and

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
							



 


S-1





















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A., individually 

  and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Robert C. Mertensotto

  	
   

  
	
   

  	
   

  	
  Name:
   Robert C. Mertensotto

  	
   

  
	
   

  	
   

  	
  Title:
   Managing Director

  	
   

  



 


S-2





















 


	
   

  	
  SUNTRUST
  BANK, individually and as

  Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  David Edge

  	
   

  
	
   

  	
   

  	
  Name:
   David Edge

  	
   

  
	
   

  	
   

  	
  Title:
   Managing Director

  	
   

  



 


S-3





















 


	
   

  	
  BARCLAYS
  BANK PLC, individually and as Co-

  Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Gary B. Wenslow

  	
   

  
	
   

  	
   

  	
  Name:
   Gary B. Wenslow

  	
   

  
	
   

  	
   

  	
  Title:
   Associate Director

  	
   

  



 


S-4





















 


	
   

  	
  MIZUHO
  CORPORATE BANK (USA), 

  individually and as Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Takahiko Ueda

  	
   

  
	
   

  	
   

  	
  Name:
   Takahiko Ueda

  	
   

  
	
   

  	
   

  	
  Title:
   Senior Vice President

  	
   

  



 


S-5





















 


	
   

  	
  ROYAL
  BANK OF CANADA, individually and as

  
	
   

  	
  Co-Documentation
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Linda M. Stephens

  	
   

  
	
   

  	
   

  	
  Name:
   Linda M. Stephens

  	
   

  
	
   

  	
   

  	
  Title:
   Authorized Signatory

  	
   

  



 


S-6





















 


	
   

  	
  THE
  BANK OF TOKYO-MITSUBISHI, LTD.,

  individually and as Co-Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Kelton Glasscock

  	
   

  
	
   

  	
   

  	
  Name:
   Kelton Glasscock

  	
   

  
	
   

  	
   

  	
  Title:
   Vice-President & Manager

  	
   

  



 


S-7





















 


	
   

  	
  BANK
  OF AMERICA, N.A., individually and as

  Co-Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Claire Liu

  	
   

  
	
   

  	
   

  	
  Name:
   Claire Liu

  	
   

  
	
   

  	
   

  	
  Title:
   Senior Vice President

  	
   

  



 


S-8





















 


	
   

  	
  THE
  BANK OF NOVA SCOTIA, individually and 

  as Co-Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  William E. Zarrett

  	
   

  
	
   

  	
   

  	
  Name:
   William E. Zarrett

  	
   

  
	
   

  	
   

  	
  Title:
   Managing Director

  	
   

  



 


S-9





















 


	
   

  	
  BNP
  PARIBAS, individually and as

  
	
   

  	
  Co-Managing
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Mark A. Cox

  	
   

  
	
   

  	
   

  	
  Name:
   Mark A. Cox

  	
   

  
	
   

  	
   

  	
  Title:
   Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Larry Robinson

  	
   

  
	
   

  	
   

  	
  Name:
   Larry Robinson

  	
   

  
	
   

  	
   

  	
  Title:
   Director

  	
   

  



 


S-10





















 


	
   

  	
  CITIBANK,
  N.A., individually and as

  Co-Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Amy K. Pincu

  	
   

  
	
   

  	
   

  	
  Name:
   Amy K. Pincu

  	
   

  
	
   

  	
   

  	
  Title:
   Attorney-In-Fact

  	
   

  



 


S-11





















 


	
   

  	
  THE
  ROYAL BANK OF SCOTLAND plc

  individually and as Co-Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Paul McDonagh

  	
   

  
	
   

  	
   

  	
  Name:
   Paul McDonagh

  	
   

  
	
   

  	
   

  	
  Title:
   Senior Vice President

  	
   

  



 


S-12





















 


	
   

  	
  BAYERISCHE
  HYPO-UND VEREINSBANK

  
	
   

  	
  AG,
  NEW YORK BRANCH, individually and as

  
	
   

  	
  Co-Managing
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Yoram Dankner

  	
   

  
	
   

  	
   

  	
  Name:
   Yoram Dankner

  	
   

  
	
   

  	
   

  	
  Title:
   Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Shannon Batchman

  	
   

  
	
   

  	
   

  	
  Name:
   Shannon Batchman

  	
   

  
	
   

  	
   

  	
  Title:
   Director

  	
   

  



 


S-13





















 


	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION,

  individually and as Co-Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Kevin D. Smith

  	
   

  
	
   

  	
   

  	
  Kevin
  D. Smith

  	
   

  
	
   

  	
   

  	
  Vice
  President

  	
   

  



 


S-14





















 


	
   

  	
  SUMITOMO
  MITSUI BANKING CORPORATION,

  individually and as Co-Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  William M. Ginn

  	
   

  
	
   

  	
   

  	
  Name:
   William M. Ginn

  	
   

  
	
   

  	
   

  	
  Title:
   General Manager

  	
   

  



 


S-15





















 


	
   

  	
  CALYON
  NEW YORK BRANCH, individually

  and as Co-Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Olivier Andenaro

  	
   

  
	
   

  	
   

  	
  Name:
   Olivier Andenaro

  	
   

  
	
   

  	
   

  	
  Title:
   Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:
   Phillipe Soustra

  	
   

  
	
   

  	
   

  	
  Title:
   Executive Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


S-16





















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL

  ASSOCIATION, individually and as

  Co-Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Richard Gould 

  	
   

  
	
   

  	
   

  	
  Name:
   Richard Gould

  	
   

  
	
   

  	
   

  	
  Title:
   Vice President

  	
   

  



 


S-17





















 


	
   

  	
  LEHMAN
  BROTHERS BANK, FSB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Janine M. Shugan

  	
   

  
	
   

  	
   

  	
  Name:
   Janine M. Shugan

  	
   

  
	
   

  	
   

  	
  Title:
   Authorized Signatory

  	
   

  



 


S-18





















 


	
   

  	
  UBS
  LOAN FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Wilfred V. Saint

  	
   

  
	
   

  	
   

  	
  Name:
   Wilfred V. Saint

  	
   

  
	
   

  	
   

  	
  Title:
   Director, Banking Product Services, US

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Richard L. Tavrow

  	
   

  
	
   

  	
   

  	
  Name:
   Richard L. Tavrow

  	
   

  
	
   

  	
   

  	
  Title:
   Director, Banking Product Services, US

  	
   

  



 


S-19





















 


	
   

  	
  COMPASS
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  D.G. Mills

  	
   

  
	
   

  	
   

  	
  Name:
   D.G. Mills

  	
   

  
	
   

  	
   

  	
  Title:
   Senior Vice President

  	
   

  



 


S-20





















 


	
   

  	
  BANK
  HAPOALIM B.M.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Lenroy Hackett

  	
   

  
	
   

  	
   

  	
  Name:
   Lenroy Hackett

  	
   

  
	
   

  	
   

  	
  Title:
   First Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Marc Bosc

  	
   

  
	
   

  	
   

  	
  Name:
   Marc Bosc

  	
   

  
	
   

  	
   

  	
  Title:
   Vice President

  	
   

  



 


S-21





















 


SCHEDULE 3.06


 


Disclosed Matters


 


Grace Litigation.  All actions, suits, proceedings, claims and
Environmental Liabilities arising out of or related to the Otis pipeline
as described in each of KPP’s Annual Report on Form 10K for the year ended
December 31, 2004 and KSL’s Annual Report on Form 10K for the year
ended December 31, 2004.


 


PEPCO
Litigation.  All actions, suits,
proceedings, claims and Environmental Liabilities arising out of or related to
the Potomac Electric Power Company pipeline as described in each of KPP’s
Annual Report on Form 10K for the year ended December 31, 2004 and
KSL’s Annual Report on Form 10K for the year ended December 31, 2004.


 


Schedule 3.06


 





















 


SCHEDULE 6.01


 


Existing Indebtedness


 


Indebtedness
not to exceed £21,000,000 under Credit Agreement between Kaneb Pipe Line
Operating Partnership, L.P. and ST Services, LTD., as borrowers, and SunTrust
Bank, Atlanta, as Lender dated January 29, 1999 as amended or restated
from time to time (or replaced but no increases thereof).


 


Schedule 6.01


 





















 


SCHEDULE 6.08


 


Existing Restrictions


 


The Indenture.


 


First Supplemental Indenture,
dated as of July 15, 2002, to the Indenture.


 


Second Supplemental Indenture,
dated as of March 19, 2003, to the Indenture.


 


Third Supplemental Indenture,
dated as of July 1, 2005, to the Indenture.


 


The Indenture, dated as of February 21,
2002, between Kaneb Pipe Line Operating Partnership, L.P., as issuer, and
JPMorgan Chase Bank, as trustee, relating to the issuance of senior debt
securities (the “KPOP Indenture”).


 


First Supplemental Indenture,
dated as of February 21, 2002, to the KPOP Indenture.


 


Second Supplemental Indenture,
dated as of August 9, 2002, to the KPOP Indenture.


 


Third Supplemental Indenture,
dated as of May 16, 2003, to the KPOP Indenture.


 


Fourth Supplemental Indenture,
dated as of May 27, 2003, to the KPOP Indenture.


 


Fifth
Supplemental Indenture, dated as of July 1, 2005, to the KPOP Indenture.


 


Schedule 6.08