Exhibit 10.6

                  AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT


     THIS AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT (this "Amendment") dated
as of  October  __,  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,
as amended by Amendment No. 1 to the Revolving Credit Agreement dated as of July
31, 2002 (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
          adding the following definitions in proper alphabetical order:

                    "Bridge  Loan"  shall  mean  the  $150,000,000  bridge  loan
               extended to the Borrower under the Bridge Loan Agreement.

                    "Bridge Loan Agreement"  shall mean that certain Bridge Loan
               Agreement,  dated  as of  November  1,  2002,  by and  among  the
               Borrower,  KPP, the lenders from time to time parties thereto and
               SunTrust Bank, as Administrative Agent.

                    "Senior Notes Indenture" shall mean that certain  Indenture,
               dated on or about  February  21,  2002,  between the Borrower and
               JPMorgan Chase Bank, as trustee,  with respect to the issuance of
               the Borrower's 7.750% Senior Unsecured Notes due 2012.

                    1.2 Section 7.8 of the Credit Agreement is hereby amended by
               replacing said Section 7.8 in its entirety with the following:

          SECTION 7.8 Restrictive Agreements.

               KPP will not,  and will not permit any  Subsidiary  of KPP (other
          than any Excluded Subsidiary) to, directly or indirectly,  enter into,
          incur or permit to exist any agreement (i) that  prohibits,  restricts
          or imposes any condition  upon the ability of any Subsidiary of KPP to
          make  Distributions  with respect to its Equity Interests,  to make or
          repay loans or advances to  Borrower or any  Guarantor,  to  guarantee
          Indebtedness  of Borrower or any  Guarantor  or to transfer any of its
          property or assets to Borrower or any Guarantor,  or (ii) contains any
          prohibitions  or  restrictions on KPP or such Subsidiary that are more
          restrictive than the covenants contained in this Agreement;  provided,
          that (A) the foregoing  shall not apply to  restrictions or conditions
          imposed  by law or by this  Agreement,  any other Loan  Document,  the
          Bridge  Loan  Agreement,  and  the  Senior  Notes  Indenture,  (B) the
          foregoing  shall not apply to customary  restrictions  and  conditions
          contained in agreements  relating to the sale of any Subsidiary of KPP
          pending such sale,  provided such  restrictions  and conditions  apply
          only to the  Subsidiary  that  is  sold  and  such  sale is  permitted
          hereunder  and (C)  clause  (i)  shall not  apply to  restrictions  on
          transfer of property or assets to Borrower or any Guarantor  contained
          in any agreement or indenture pursuant to which Indebtedness is issued
          to  refinance  the Bridge Loan in full so long as any  restriction  on
          transfer of property or assets and any  restriction  on granting Liens
          is no more restrictive than the restrictions on transferring  property
          and  granting  Liens  contained  in the Senior  Notes  Indenture as in
          effect  on the  date  of  Amendment  No.  2 to this  Revolving  Credit
          Agreement.

     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 other 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.

                  [Remainder of page intentionally left blank]

<PAGE>
        [SIGNATURE PAGE TO AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT]



     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. 2
to  Revolving   Credit  Agreement  dated  as  of  October  __,  2002,  and  (ii)
acknowledges  and agrees that (x) such  execution  and delivery of the foregoing
Amendment  No. 2 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 amended by Amendment No. 1 to the Credit  Agreement,  dated as of July
31, 2002,  and as referred to and amended by the  foregoing  Amendment  No. 2 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 October __,
2002.


                                 GUARANTOR

                                 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: