Exhibit 10.5


                  AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT


     THIS AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT (this "Amendment") dated
as of July 31, 2002, is made by and among KANEB PIPE LINE OPERATING PARTNERSHIP,
L.P., a Delaware  limited  partnership  ("Borrower"),  KANEB PIPE LINE PARTNERS,
L.P., a Delaware limited partnership  ("KPP"),  each of the lenders named on the
signature  pages  hereof  (hereinafter,   together  with  their  successors  and
permitted assigns,  collectively,  the "Lenders" and, individually, a "Lender"),
and SUNTRUST BANK, in its capacity as Administrative  Agent for the Lenders (the
"Administrative Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  Borrower,  KPP, the  Lenders,  and the  Administrative  Agent are
parties to a certain  Revolving  Credit  Agreement dated as of December 28, 2000
(the "Credit Agreement"; defined terms used herein without definition shall have
the meanings ascribed to such terms in the Credit Agreement);

     WHEREAS,  Borrower,  KPP,  and the Lenders  have agreed to amend the Credit
Agreement as more specifically set forth below;

     NOW, THEREFORE,  for and in consideration of the mutual covenants contained
herein and other valuable  consideration,  the receipt and  sufficiency of which
are hereby  acknowledged,  the parties  hereto,  intending to be legally  bound,
agree as follows:

     SECTION 1.  Amendments to Credit  Agreement.  Effective as of the Effective
Date (as  hereinafter  defined),  the  Credit  Agreement  is hereby  amended  as
follows:

          1.1 Section 1.1 of the Credit  Agreement is hereby amended by deleting
     the defined term "Additional Debt" and its accompanying definition.

          1.2 Section 1.1 of the Credit  Agreement is hereby further  amended by
     deleting  the  defined  term  "Net  Cash  Proceeds"  and  the  accompanying
     definition, and substituting in lieu thereof the following defined term and
     accompanying definition:

               "Net  Cash  Proceeds"  shall  mean,  with  respect  to any  Asset
          Disposition or Recovery Event (each,  for purposes of this definition,
          a "transaction"),  the aggregate amount of cash received,  as the case
          may be, by (x) KPP or the  Borrower or (y) any  Significant  Affiliate
          and legally  available to be distributed to KPP or the Borrower in the
          form of dividends or distributions in connection with such transaction
          after, in each case,  deducting therefrom (i) payments made in respect
          of any  Indebtedness  to the extent that such payments are required to
          be made  (other  than under the Loan  Documents)  as a result of or in
          connection with such transaction by applicable law or the terms of any
          contractual  agreement relating to such Indebtedness,  (ii) reasonable
          and  customary  transaction  costs  (which in the case of any Recovery
          Event may include  litigation  costs and  expenses and other costs and
          expenses of collecting  payments and  settlements  therefrom) that are
          paid or reserved  for payment (A) to a Person that is not an Affiliate
          of KPP or (B) to KPP or an Affiliate  of KPP to reimburse  such Person
          for payments made by such Person to another  Person that is not KPP or
          an Affiliate of KPP in respect of such  transaction  costs,  (iii) the
          amount  of  taxes  paid  or  reserved  for  payment  by  KPP  or  such
          Significant  Affiliate  in  connection  with  or as a  result  of such
          transaction, and (iv) any Reinvestment Amount.

          1.3  Section  2.9(b) of the  Credit  Agreement  is hereby  amended  by
     deleting  said  Section  2.9(b) in its entirety  and  substituting  in lieu
     thereof the following Section 2.9(b):

               (b) The Borrower shall promptly notify the  Administrative  Agent
          upon the  receipt of any Net Cash  Proceeds  and, at any time that Net
          Cash Proceeds  received and not  previously  applied to any prepayment
          pursuant to this Section 2.9(b) shall equal or exceed $10,000,000, the
          Borrower shall prepay Borrowings, together with payment of all amounts
          required pursuant to Section 2.16, in an aggregate amount equal to one
          hundred percent (100%) (without  duplication) of the Net Cash Proceeds
          of any Asset Disposition or Recovery Event.

          1.4 Section 6.1 of the Credit  Agreement is hereby amended by deleting
     said  Section 6.1 in its  entirety  and  substituting  in lieu  thereof the
     following Section 6.1:

SECTION 6.1 Funded Debt to EBITDA.

          KPP and its Subsidiaries  will maintain,  as of the end of each fiscal
     quarter of KPP, a ratio of Consolidated  Funded Debt to Consolidated EBITDA
     of not more than  4.25:1.00,  measured,  in each case, for the  four-fiscal
     quarter period ending on each date of such determination.

          SECTION 2. Conditions to  Effectiveness  of Amendment.  This Amendment
     shall become  effective as of the date first above written (the  "Effective
     Date") on the first day when the  Administrative  Agent shall have received
     (i) the duly executed  counterparts of this Amendment from Borrower and the
     Lenders,  and (ii) the duly executed  counterparts of the Acknowledgment of
     Guarantors   attached  to  this  Amendment  from  KPP  and  the  Subsidiary
     Guarantors.

          SECTION 3. Status of Obligations.  Borrower hereby confirms and agrees
     that all Loans  and all  other  Obligations  outstanding  under the  Credit
     Agreement and the other Loan  Documents as of the date hereof were duly and
     validly  created  and  incurred  by  Borrower  thereunder,  that  all  such
     outstanding  amounts  are owed in  accordance  with the terms of the Credit
     Agreement and other Loan Documents, and that there are no rights of offset,
     defense, counterclaim,  claim or objection in favor of Borrower arising out
     of or with respect to any of the Loans or other  Obligations of Borrower to
     the  Administrative  Agent or the  Lenders,  and any such rights of offset,
     defense, counterclaim, claims or objections have been and are hereby waived
     and released by Borrower.

          SECTION  4.  Representations  and  Warranties  of  Borrower.  Each  of
     Borrower and KPP,  without  limiting  the  representations  and  warranties
     provided in the Credit  Agreement,  represents  and warrants to the Lenders
     and the Administrative Agent as follows:

               4.1 The execution,  delivery and  performance by Borrower and KPP
          of this  Amendment  are  within  Borrower's  and KPP's  organizational
          powers,  have been duly  authorized  by all  necessary  organizational
          action and do not and will not (a) violate any  provision  of any law,
          rule or  regulation,  any  judgment,  order or  ruling of any court or
          governmental agency, the charter or by-laws of Borrower or KPP, or any
          indenture, agreement or other instrument to which Borrower or KPP is a
          party or by which Borrower or KPP or any of its properties is bound or
          (b) be in conflict  with,  result in a breach of, or  constitute  with
          notice  or lapse of time or both a default  under any such  indenture,
          agreement or other instrument.

               4.2 This  Amendment  constitutes  the  legal,  valid and  binding
          obligation of Borrower and KPP,  enforceable  against Borrower and KPP
          in accordance with its terms.

               4.3 After giving effect to this Amendment, no Default or Event of
          Default has occurred and is continuing as of the Effective Date.

          SECTION  5.  Survival.  Each  of  the  foregoing  representations  and
     warranties  shall  be made  at and as of the  Effective  Date.  Each of the
     foregoing  representations and warranties shall constitute a representation
     and warranty of Borrower and KPP under the Credit  Agreement,  and it shall
     be an Event of Default if any such  representation and warranty shall prove
     to have been  incorrect or false in any  material  respect at the time when
     made. Each of the foregoing  representations  and warranties  shall survive
     and not be waived by the  execution  and delivery of this  Amendment or any
     investigation by the Lenders or the Administrative Agent.

          SECTION 6. Ratification of Credit Agreement and Loan Documents. Except
     as expressly  amended  herein,  all terms,  covenants and conditions of the
     Credit  Agreement and the other Loan  Documents  shall remain in full force
     and effect,  and the  parties  hereto do  expressly  ratify and confirm the
     Credit  Agreement  (as amended  herein) and the other Loan  Documents.  All
     future  references to the Credit  Agreement shall be deemed to refer to the
     Credit Agreement as amended hereby.

          SECTION 7. Release.  In consideration  of the amendments  agreed to by
     the Lenders pursuant to this Amendment, each of Borrower and KPP hereby (i)
     releases,  acquits and forever  discharges the  Administrative  Agent, each
     Lender, and each of their respective agents, employees, officers, partners,
     directors, servants, representatives, attorneys, affiliates, successors and
     assigns   (collectively,   the  "Released   Parties")   from  any  and  all
     liabilities,  claims,  suits,  debts,  liens,  losses,  causes  of  action,
     demands,  rights,  damages,  costs and  expenses of any kind,  character or
     nature whatsoever,  known or unknown, fixed or contingent, that Borrower or
     KPP may have or claim to have  against such Lender which might arise out of
     or be  connected  with any act of  commission  or  omission  of such Lender
     existing or occurring on or prior to the date of this Amendment, including,
     without limitation,  any claims,  liabilities or obligations relating to or
     arising out of or in connection with the Credit  Agreement,  any other Loan
     Documents or this Amendment (including,  without limitation, arising out of
     or  in   connection   with  the   initiation,   negotiation,   closing   or
     administration  of  the  transactions   contemplated   thereby  or  related
     thereto),  through  the  execution  and  delivery  of this  release and the
     effectiveness of this Amendment (the "Released  Claims") and (ii) agrees to
     refrain from commencing,  instituting or prosecuting any lawsuit, action or
     other  proceeding  against the Released Parties with respect to any and all
     Released Claims.

          SECTION 8. Indemnity.  In consideration of the amendments agreed to by
     the Lenders  pursuant to this  Amendment,  each of Borrower  and KPP hereby
     indemnifies the Administrative  Agent and each Lender, and their respective
     officers, partners, directors, employees,  representatives and agents from,
     and  hold  each of them  harmless  against,  any  and  all  costs,  losses,
     liabilities,  claims,  damages or expenses incurred by any of them (whether
     or not any of them is designated a party thereto) (an "Indemnitee") arising
     out of or by reason of any  investigation,  litigation or other  proceeding
     related to this Amendment, the Credit Agreement or any other Loan Documents
     or  any  actual  or  proposed  use  of the  proceeds  of any of the  Loans,
     including,  without  limitation,  the reasonable fees and  disbursements of
     counsel incurred in connection with any such  investigation,  litigation or
     other  proceeding;  provided,  however,  neither  Borrower nor KPP shall be
     obligated to indemnify any Indemnitee for any of the foregoing  arising out
     of such Indemnitee's gross negligence or willful misconduct.

          SECTION  9. No Other  Waiver,  Etc.  Each of  Borrower  and KPP hereby
     agrees that nothing herein shall  constitute a waiver by the Lenders of any
     Default or Event of  Default,  whether  known or  unknown,  which may exist
     under the Credit Agreement.  Each of Borrower and KPP hereby further agrees
     that no action,  inaction or agreement by the  Lenders,  including  without
     limitation,  any  indulgence,  waiver,  consent or  agreement  altering the
     provisions of the Credit  Agreement which may have occurred with respect to
     the  non-performance  of any  obligation  under  the  terms  of the  Credit
     Agreement  or any  portion  thereof,  or any other  matter  relating to the
     Credit Agreement, shall require or imply any future indulgence,  waiver, or
     agreement by the Lenders.

          SECTION 10. Binding  Nature.  This Amendment shall be binding upon and
     inure to the benefit of the parties hereto,  their  respective  successors,
     successors-in-titles, and assigns.

          SECTION 11. Costs and Expenses.  Borrower and KPP shall be responsible
     for the costs and expenses of the  Administrative  Agent in connection with
     the  preparation,  execution  and delivery of this  Amendment and the other
     instruments  and documents to be delivered  hereunder,  including,  without
     limitation,  the  fees  and  out-of-pocket  expenses  of  counsel  for  the
     Administrative with respect thereto.

          SECTION 12.  Governing  Law.  This  Amendment  shall be  CONSTRUED  IN
     ACCORDANCE WITH AND governed by the INTERNAL laws of the State of NEW YORK.

          SECTION 13. Entire Understanding. This Amendment sets forth the entire
     understanding  of the parties with respect to the matters set forth herein,
     and shall supersede any prior  negotiations or agreements,  whether written
     or oral, with respect thereto.

          SECTION 14. Counterparts. This Amendment may be executed in any number
     of   counterparts   and  by  the  different   parties  hereto  in  separate
     counterparts  and may be  delivered  by  telecopier.  Each  counterpart  so
     executed and  delivered  shall be deemed an original and all of which taken
     together shall constitute but one and the same instrument.


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed and delivered by their duly authorized  officers as of the day and
year first above written.


                                 KANEB PIPE LINE OPERATING
                                 PARTNERSHIP, L.P.

                                 By:      KANEB PIPE LINE COMPANY,
                                          General Partner


                                         By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                 KANEB PIPE LINE PARTNERS, L.P.

                                 By:  KANEB PIPE LINE COMPANY,
                                      General Partner


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                 SUNTRUST BANK,
                                 as Administrative Agent and as a Lender


                                 By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                 BANK OF AMERICA, N.A.,
                                 as a Lender


                                 By:
                                      ------------------------------------------
                                      Name:
                                      Title:



                                 BANK ONE, N.A.,
                                 as a Lender


                                 By:  ------------------------------------------
                                      Name:
                                      Title:



                                 BNP PARIBAS,
                                 as a Lender


                                 By:
                                      ------------------------------------------
                                      Name:
                                      Title:




                                 FLEET NATIONAL BANK,
                                 as a Lender




                                 By:
                                      ------------------------------------------
                                      Name:
                                      Title:




                                 BANK OF SCOTLAND,
                                 as a Lender


                                 By:
                                      ------------------------------------------
                                      Name:
                                      Title:






<PAGE>


                          ACKNOWLEDGMENT OF GUARANTORS



     Each of the undersigned  Guarantors hereby (i) acknowledges and consents to
the execution and delivery by Borrower and KPP of the foregoing  Amendment No. 1
to Revolving Credit  Agreement dated as of July 31, 2002, and (ii)  acknowledges
and agrees that (x) such execution and delivery of the foregoing Amendment No. 1
to Revolving Credit Agreement shall not release,  discharge,  limit or affect in
any manner any of their obligations as such Guarantors  pursuant to the terms of
the Revolving Credit Agreement dated as of December 28, 2000, as referred to and
amended by the foregoing Amendment No. 1 to Credit Agreement, or pursuant to the
Subsidiary  Guarantee Agreement delivered  thereunder,  and (y) their respective
obligations as such  Guarantors in respect of all Obligations as defined in such
Revolving  Credit  Agreement  shall remain in full force and effect on and after
the date hereof.

     This Acknowledgment of Guarantors made and delivered as of July 31, 2002.


                                 GUARANTORS:

                                 KANEB PIPE LINE OPERATING
                                 PARTNERSHIP, L.P.

                                 By:      KANEB PIPE LINE COMPANY,
                                          General Partner


                                         By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                 KANEB PIPE LINE PARTNERS, L.P.

                                 By:  KANEB PIPE LINE COMPANY,
                                      General Partner


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                 SUPPORT TERMINALS OPERATING
                                 PARTNERSHIP, L.P.

                                 By:  SUPPORT TERMINAL SERVICES, INC.,
                                      General Partner

                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                 SUPPORT TERMINAL SERVICES, INC.


                                 By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                 STANTRANS, INC.


                                 By:
                                      ------------------------------------------
                                      Name:
                                      Title: