Common use of AGREEMENTS OF THE PARTNERSHIP AND THE GENERAL PARTNER Clause in Contracts

AGREEMENTS OF THE PARTNERSHIP AND THE GENERAL PARTNER. Each of the Partnership and the General Partner agrees with the several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Offered Units may commence, the Partnership will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) Prior to the end of the period of time referred to in the second sentence of paragraph (e) below, the Partnership will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Basic Prospectus, or the Final Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Offered Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) of any change in any of the Companies' financial condition, business, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Final Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Final Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Final Prospectus (as then amended or supplemented) to comply with the Act, the Exchange Act or any other applicable securities laws. If at any time prior to the end of the period of time referred to in the second sentence of paragraph (e) below, the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Partnership will furnish to you, without charge (i) three copies of the manually signed copy of the Registration Statement corresponding to the EDGAR version as filed with the Commission and of each amendment therexx, xncluding financial statements and all exhibits to the registration statement, (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) such number of copies of the exhibits to the Incorporated Documents as you may reasonably request. (d) Prior to the end of the period of time referred to in the second sentence of paragraph (e) below, the Partnership will not file any amendment to the Registration Statement or make any amendment or supplement to the Final Prospectus or file any document which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall reasonably object. (e) The Partnership shall cause the Final Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) under the Act. As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer, the Partnership will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Final Prospectus (and of any amendment or supplement thereto) as you may reasonably request. The Partnership consents to the use of the Final Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Offered Units are offered by the several Underwriters and by all dealers to whom Offered Units may be sold, both in connection with the offering and sale of the Offered Units and for such period of time thereafter as the Final Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Partnership or in the opinion of counsel for the Underwriters is required to be set forth in the Final Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Final Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Partnership will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof. In the event that the Partnership and you, as Representatives of the several Underwriters, agree that the Final Prospectus should be amended or supplemented, the 5 Partnership, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (f) The Partnership will cooperate with you and with counsel for the Underwriters in connection with the registration or qualification of the Offered Units for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Offered Units, in any jurisdiction where it is not now so subject. (g) The Partnership will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (h) During the period of five years hereafter, the Partnership will furnish to you (i) as soon as available, a copy of each report of the Partnership mailed to unitholders or filed with the Commission, and (ii) from time to time such other information concerning the Partnership as you may request. (i) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second sentence of Section 10 hereof or by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Partnership or the General Partner to comply with the terms or fulfill any of the conditions of this Agreement, the Partnership and the General Partner, jointly and severally, agree to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters) incurred by them in connection herewith. (j) Except as provided in this Agreement, neither the Partnership nor the General Partner will sell, contract to sell or otherwise dispose of or hedge any Units or any securities substantially similar to, convertible into or exercisable or exchangeable for Units, or grant any options or warrants to purchase any securities substantially similar to, convertible into or exercisable or exchangeable for Units, for a period of 90 days after the date of the Final Prospectus (the "Lock-Up Period"), without the prior written consent of Salomon Smith Barney Inc. Notwithstanding the foregoing, the Partnershxx xxx xxxxx Uxxxx xo sellers of terminalling facilities or pipelines in connection with acquisitions from such sellers of such terminalling facilities or pipelines by the Partnership; provided that the Partnership has received assurance from such sellers that they will not sell or otherwise dispose of such units in contravention of this paragraph (j) during the Lock-Up Period. (k) The Partnership has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, signed by each of the current officers and directors of the General Partner and by Kaneb Services LLC ("KSL") (on behalf of itself and its affiliates). (l) Except as stated in this Agreement and in the Final Prospectus, the Partnership and the General Partner have not taken, nor will they take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Units to facilitate the sale or resale of the Offered Units. (m) The Partnership and the General Partner will use their best efforts to have the Offered Units listed, subject to notice of issuance, on the New York Stock Exchange on or before the Closing Date. (n) The Partnership will apply the net proceeds from the sale of the Offered Units substantially in accordance with the description set forth in the Final Prospectus. (o) The Partnership, during the period of time referred to in the second sentence in paragraph (e) above, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act.

AGREEMENTS OF THE PARTNERSHIP AND THE GENERAL PARTNER. Each of the Partnership and the General Partner agrees with the several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Offered Units Notes may commence, the Partnership will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) Prior to the end of the period of time referred to in the second sentence of paragraph (ef) below, the Partnership will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus or the Final Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Offered Units Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) of any change in any of the Companies' financial condition, business, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement Statement, the Preliminary Prospectus or the Final Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement Statement, the Preliminary Prospectus or the Final Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Preliminary Prospectus or the Final Prospectus (as then amended or supplemented) to comply with the Act, the Exchange Act or any other applicable securities laws. If at any time prior to the end of the period of time referred to in the second sentence of paragraph (ef) below, the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Partnership will furnish to you, without charge (i) three copies of the manually signed copy of the Registration Statement corresponding to the EDGAR version as filed with the Commission and of each amendment therexxxxxxeto, xncluding including financial statements and all exhibits to the registration statementRegistration Statement, (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) such number of copies of the exhibits to the Incorporated Documents as you may reasonably request. (d) Prior to the end of the period of time referred to in the second sentence of paragraph (ef) below, the Partnership will not file any amendment to the Registration Statement or make any amendment or supplement to the Final Prospectus or any Rule 462(b) Registration Statement or file any document which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall reasonably object. (e) Prior to the execution and delivery of this Agreement, the Partnership has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Preliminary Prospectus, if any. The Partnership consents to the use, so long as such use by the Underwriters and by dealers is in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Notes are offered by the Underwriters and by dealers, prior to the date of the Final Prospectus, of each Preliminary Prospectus so furnished by the Partnership. (f) The Partnership shall cause the Final Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) under the Act. As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer, the Partnership will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Final Prospectus (and of any amendment or supplement thereto) as you may reasonably request. The Partnership consents to the use of the Final Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Offered Units Notes are offered by the several Underwriters and by all dealers to whom Offered Units Notes may be sold, both in connection with the offering and sale of the Offered Units Notes and for such period of time thereafter as the Final Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Partnership or in the opinion of counsel for the Underwriters is required to be set forth in the Final Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Final Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Partnership will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof. In the event that the Partnership and you, as Representatives of the several Underwriters, agree that the Final Prospectus should be amended or supplemented, the 5 Partnership, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (fg) The Partnership will cooperate with you and with counsel for the Underwriters in connection with the registration or qualification of the Offered Units Notes for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Offered UnitsNotes, in any jurisdiction where it is not now so subject. (gh) The Partnership will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (hi) During the period of five years hereafter, the Partnership will furnish to you (i) as soon as available, a copy of each report of the Partnership mailed to unitholders or filed with the Commission, and (ii) from time to time such other information concerning the Partnership as you may request. (ij) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second sentence of Section 10 hereof or by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Partnership or the General Partner to comply with the terms or fulfill any of the conditions of this Agreement, the Partnership and the General Partner, jointly and severally, agree to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters) incurred by them in connection herewith. (jk) Except as provided in this AgreementThe Partnership will not, neither without the Partnership nor the General Partner will prior written consent of Banc of America Securities LLC and Salomon Smith Barney Inc., offer, sell, contract to sell sell, pledge, xx xxxxxxxxe xxxxxse of, (or otherwise dispose of enter into any transaction which is designed to, or hedge any Units might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership or any securities substantially similar toaffiliate of the Partnership or any person in privity with the Partnership or any affiliate of the Partnership) directly or indirectly, convertible into including the filing (or exercisable or exchangeable for Unitsparticipation in the filing) of a registration statement with the Commission in respect of, or grant establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any options debt securities issued or warrants guaranteed by the Partnership (other than the Notes) or publicly announce an intention to purchase effect any securities substantially similar to, convertible into or exercisable or exchangeable for Unitssuch transaction, for a period of 90 days after the date of the Final Prospectus (the "Lock-Up Period"), without the prior written consent of Salomon Smith Barney Inc. Notwithstanding the foregoing, the Partnershxx xxx xxxxx Uxxxx xo sellers of terminalling facilities or pipelines in connection with acquisitions from such sellers of such terminalling facilities or pipelines by the Partnership; provided that the Partnership has received assurance from such sellers that they will not sell or otherwise dispose of such units in contravention of this paragraph (j) during the Lock-Up Period. (k) The Partnership has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, signed by each of the current officers and directors of the General Partner and by Kaneb Services LLC ("KSL") (on behalf of itself and its affiliates)Agreement. (l) Except as stated in this Agreement and in the Preliminary Prospectus and the Final Prospectus, the Partnership and the General Partner have not taken, nor will they take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Units Notes to facilitate the sale or resale of the Offered UnitsNotes. (m) The Partnership and the General Partner will use their best efforts to have the Offered Units listed, subject to notice of issuance, on the New York Stock Exchange on or before the Closing Date. (n) The Partnership will apply the net proceeds from the sale of the Offered Units Notes substantially in accordance with the description set forth in the Final Prospectus. (on) The Partnership, during the period of time referred to in the second sentence in paragraph (ef) above, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act.

AGREEMENTS OF THE PARTNERSHIP AND THE GENERAL PARTNER. Each of the Partnership and the General Partner agrees with the several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Offered Units may commence, the Partnership will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) Prior to the end of the period of time referred to in the second sentence of paragraph (e) below, the Partnership will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Basic Prospectus, or the Final Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Offered Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) of any change in any of the Companies' financial condition, business, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement Statement, the Basic Prospectus or the Final Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement Statement, the Basic Prospectus or the Final Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement supplement, the Basic Prospectus or the Final Prospectus (as then amended or supplemented) to comply with the Act, the Exchange Act or any other applicable securities laws. If at any time prior to the end of the period of time referred to in the second sentence of paragraph (e) below, the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Partnership will furnish to you, without charge (i) three six copies of the manually signed copy of the Registration Statement corresponding to the EDGAR version as filed with the Commission and of each amendment therexxthxxxxx, xncluding including financial statements and all exhibits to the registration statement, (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) such number of copies of the exhibits to the Incorporated Documents as you may reasonably request. (d) Prior to the end of the period of time referred to in the second sentence of paragraph (e) below, the Partnership will not file any amendment to the Registration Statement or make any amendment or supplement to the Final Prospectus or any Rule 462(b) registration statement or file any document which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall reasonably object. (e) The Partnership shall cause the Final Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) under the Act. As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer, the Partnership will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Final Prospectus (and of any amendment or supplement thereto) as you may reasonably request. The Partnership consents to the use of the Final Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Offered Units are offered by the several Underwriters and by all dealers to whom Offered Units may be sold, both in connection with the offering and sale of the Offered Units and for such period of time thereafter as the Final Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Partnership or in the opinion of counsel for the Underwriters is required to be set forth in the Final Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Final Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Partnership will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof. In the event that the Partnership and you, as Representatives Representative of the several Underwriters, agree that the Final Prospectus should be amended or supplemented, the 5 Partnership, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (f) The Partnership will cooperate with you and with counsel for the Underwriters in connection with the registration or qualification of the Offered Units for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Offered Units, in any jurisdiction where it is not now so subject. (g) The Partnership will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (h) During the period of five years hereafter, the Partnership will furnish to you (i) as soon as available, a copy of each report of the Partnership mailed to unitholders or filed with the Commission, and (ii) from time to time such other information concerning the Partnership as you may request. (i) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second sentence of Section 10 hereof or by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Partnership or the General Partner to comply with the terms or fulfill any of the conditions of this Agreement, the Partnership and the General Partner, jointly and severally, agree to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters) incurred by them in connection herewith. (j) Except as provided in this Agreement, neither the Partnership nor the General Partner will sell, contract to sell or otherwise dispose of or hedge any Units or any securities substantially similar to, convertible into or exercisable or exchangeable for Units, or grant any options or warrants to purchase any securities substantially similar to, convertible into or exercisable or exchangeable for Units, for a period of 90 days after the date of the Final Prospectus (the "Lock-Up Period"), without the prior written consent of Salomon Smith Barney Inc. Notwithstanding the foregoing, the Partnershxx Partnexxxxx xxx xxxxx Uxxxx xo xxxux Xxxxs to sellers of terminalling facilities or pipelines in connection with acquisitions from such sellers of such terminalling facilities or pipelines by the Partnership; provided that the Partnership has received assurance from such sellers that they will not sell or otherwise dispose of such units in contravention of this paragraph (j) during the Lock-Up Period. (k) The Partnership has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, signed by each of the current officers and directors of the General Partner set forth on Schedule II hereto and by Kaneb Services LLC ("KSL") (on behalf of itself and its affiliates). (l) Except as stated in this Agreement and in the Final Prospectus, the Partnership and the General Partner have not taken, nor will they take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Units to facilitate the sale or resale of the Offered Units. (m) The Partnership and the General Partner will use their best efforts to have the Offered Units listed, subject to notice of issuance, on the New York Stock Exchange on or before the Closing Date. (n) The Partnership will apply the net proceeds from the sale of the Offered Units substantially in accordance with the description set forth in the Final Prospectus. (o) The Partnership, during the period of time referred to in the second sentence in paragraph (e) above, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act.

AGREEMENTS OF THE PARTNERSHIP AND THE GENERAL PARTNER. Each of the Partnership and the General Partner agrees with the several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Offered Units may commence, the Partnership will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) Prior to the end of the period of time referred to in the second sentence of paragraph (e) below, the Partnership will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Basic Prospectus, or the Final Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Offered Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) of any change in any of the Companies' financial condition, business, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement Statement, the Basic Prospectus or the Final Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement Statement, the Basic Prospectus or the Final Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement supplement, the Basic Prospectus or the Final Prospectus (as then amended or supplemented) to comply with the Act, the Exchange Act or any other applicable securities laws. If at any time prior to the end of the period of time referred to in the second sentence of paragraph (e) below, the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Partnership will furnish to you, without charge (i) three six copies of the manually signed copy of the Registration Statement corresponding to the EDGAR version as filed with the Commission and of each amendment therexxamendmenx xxereto, xncluding including financial statements and all exhibits to the registration statement, (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) such number of copies of the exhibits to the Incorporated Documents as you may reasonably request. (d) Prior to the end of the period of time referred to in the second sentence of paragraph (e) below, the Partnership will not file any amendment to the Registration Statement or make any amendment or supplement to the Final Prospectus or any Rule 462(b) registration statement or file any document which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall reasonably object. (e) The Partnership shall cause the Final Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) under the Act. As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer, the Partnership will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Final Prospectus (and of any amendment or supplement thereto) as you may reasonably request. The Partnership consents to the use of the Final Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Offered Units are offered by the several Underwriters and by all dealers to whom Offered Units may be sold, both in connection with the offering and sale of the Offered Units and for such period of time thereafter as the Final Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Partnership or in the opinion of counsel for the Underwriters is required to be set forth in the Final Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Final Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Partnership will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof. In the event that the Partnership and you, as Representatives Representative of the several Underwriters, agree that the Final Prospectus should be amended or supplemented, the 5 Partnership, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (f) The Partnership will cooperate with you and with counsel for the Underwriters in connection with the registration or qualification of the Offered Units for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Offered Units, in any jurisdiction where it is not now so subject. (g) The Partnership will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (h) During the period of five years hereafter, the Partnership will furnish to you (i) as soon as available, a copy of each report of the Partnership mailed to unitholders or filed with the Commission, and (ii) from time to time such other information concerning the Partnership as you may request. (i) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second sentence of Section 10 hereof or by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Partnership or the General Partner to comply with the terms or fulfill any of the conditions of this Agreement, the Partnership and the General Partner, jointly and severally, agree to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters) incurred by them in connection herewith. (j) Except as provided in this Agreement, neither the Partnership nor the General Partner will sell, contract to sell or otherwise dispose of or hedge any Units or any securities substantially similar to, convertible into or exercisable or exchangeable for Units, or grant any options or warrants to purchase any securities substantially similar to, convertible into or exercisable or exchangeable for Units, for a period of 90 days after the date of the Final Prospectus (the "Lock-Up Period"), without the prior written consent of Salomon Smith Barney Inc. Notwithstanding the foregoing, the Partnershxx Partnerxxxx xxx xxxxx Uxxxx xo xxxxe Xxxxx to sellers of terminalling facilities or pipelines in connection with acquisitions from such sellers of such terminalling facilities or pipelines by the Partnership; provided that the Partnership has received assurance from such sellers that they will not sell or otherwise dispose of such units in contravention of this paragraph (j) during the Lock-Up Period. (k) The Partnership has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, signed by each of the current officers and directors of the General Partner set forth on Schedule II hereto and by Kaneb Services LLC ("KSL") (on behalf of itself and its affiliates). (l) Except as stated in this Agreement and in the Final Prospectus, the Partnership and the General Partner have not taken, nor will they take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Units to facilitate the sale or resale of the Offered Units. (m) The Partnership and the General Partner will use their best efforts to have the Offered Units listed, subject to notice of issuance, on the New York Stock Exchange on or before the Closing Date. (n) The Partnership will apply the net proceeds from the sale of the Offered Units substantially in accordance with the description set forth in the Final Prospectus. (o) The Partnership, during the period of time referred to in the second sentence in paragraph (e) above, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act.

AGREEMENTS OF THE PARTNERSHIP AND THE GENERAL PARTNER. Each of the Partnership and the General Partner agrees with the several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Offered Units may commence, the Partnership will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) Prior to the end of the period of time referred to in the second sentence of paragraph (ef) below, the Partnership will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus or the Final Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Offered Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) of any change in any of the Companies' financial condition, business, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement Statement, the Preliminary Prospectus or the Final Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement Statement, the Preliminary Prospectus or the Final Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Preliminary Prospectus or the Final Prospectus (as then amended or supplemented) to comply with the Act, the Exchange Act or any other applicable state securities or Blue Sky laws. If at any time prior to the end of the period of time referred to in the second sentence of paragraph (ef) below, the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Partnership will furnish to you, without charge (i) three signed copies of the manually signed copy of the Registration Statement corresponding to the EDGAR version as originally filed with the Commission and of each amendment therexxthereto, xncluding including financial statements and all exhibits to the registration statement, (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) such number of three copies of the exhibits to the Incorporated Documents as you may reasonably requestDocuments. (d) Prior to the end of the period of time referred to in the second sentence of paragraph (ef) below, the Partnership will not file any amendment to the Registration Statement or make any amendment or supplement to the Final Prospectus or file any document which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall reasonably object. (e) Prior to the execution and delivery of this Agreement, the Partnership has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Preliminary Prospectus. The Partnership consents to the use, so long as such use by the several Underwriters and by dealers is in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Offered Units are offered by the several Underwriters and by dealers, prior to the date of the Final Prospectus, of each Preliminary Prospectus so furnished by the Partnership. (f) The Partnership shall cause the Final Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) under the Act. As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer, the Partnership will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Final Prospectus (and of any amendment or supplement thereto) as you may reasonably request. The Partnership consents to the use of the Final Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Offered Units are offered by the several Underwriters and by all dealers to whom Offered Units may be sold, both in connection with the offering and sale of the Offered Units and for such period of time thereafter as the Final Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Partnership or in the opinion of counsel for the Underwriters is required to be set forth in the Final Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Final Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Partnership will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof. In the event that the Partnership and you, as Representatives of the several Underwriters, agree that the Final Prospectus should be amended or supplemented, the 5 Partnership, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (fg) The Partnership will cooperate with you and with counsel for the Underwriters in connection with the registration or qualification of the Offered Units for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Offered Units, in any jurisdiction where it is not now so subject. (gh) The Partnership will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (hi) During the period of five years hereafter, the Partnership will furnish to you (i) as soon as available, a copy of each report of the Partnership mailed to unitholders Unitholders or filed with the Commission, and (ii) from time to time such other information concerning the Partnership as you may request. (ij) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second sentence paragraph of Section 10 hereof or by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Partnership or the General Partner to comply with the terms or fulfill any of the conditions of this Agreement, the Partnership and the General Partner, jointly and severally, agree to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters) incurred by them in connection herewith. (jk) Except as provided in this Agreement, neither the Partnership nor the General Partner KPL will sell, contract to sell or otherwise dispose of or hedge any Units or any securities substantially similar to, convertible into or exercisable or exchangeable for Units, or grant any options or warrants to purchase any securities substantially similar to, convertible into or exercisable or exchangeable for Units, for a period of 90 days after the date of the Final Prospectus (the "Lock-Lock Up Period"), without the prior written consent of Salomon Smith Barney Xxxxxxx Xxxxx Xxxxxx Inc. Notwithstanding the foregoing, the Partnershxx xxx xxxxx Uxxxx xo Partnership may issue Units to sellers of terminalling facilities or pipelines in connection with acquisitions from such sellers of such terminalling facilities or pipelines by the Partnership; provided that the Partnership has received assurance from such sellers that they will not sell or otherwise dispose of such units in contravention of this paragraph (jk) during the Lock-Lock Up Period. (kl) The Partnership has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, signed by each of the current officers and directors of the General Partner and by Kaneb Services LLC ("KSL") Services, Inc. (on behalf of itself and its affiliates). (lm) Except as stated in this Agreement and in the Preliminary Prospectus and Final Prospectus, the Partnership and the General Partner have not taken, nor will they take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Units to facilitate the sale or resale of the Offered Units. (mn) The Partnership and the General Partner will use their best efforts to have the Offered Units listed, subject to notice of issuance, on the New York Stock Exchange on or before the Closing Date. (no) The Partnership will apply the net proceeds from the sale of the Offered Units substantially in accordance with the description set forth in the Final Prospectus. (op) The Partnership, during the period of time referred to in the second sentence in paragraph (ef) above, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act.

AGREEMENTS OF THE PARTNERSHIP AND THE GENERAL PARTNER. Each of the Partnership and the General Partner agrees with the several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Offered Units may commence, the Partnership will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) Prior to the end of the period of time referred to in the second sentence of paragraph (e) below, the Partnership will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Basic Prospectus, or the Final Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Offered Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) of any change in any of the Companies' financial condition, business, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Final Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Final Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Final Prospectus (as then amended or supplemented) to comply with the Act, the Exchange Act or any other applicable securities laws. If at any time prior to the end of the period of time referred to in the second sentence of paragraph (e) below, the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Partnership will furnish to you, without charge (i) three copies of the manually signed copy of the Registration Statement corresponding to the EDGAR XXXXX version as filed with the Commission and of each amendment therexxthereto, xncluding including financial statements and all exhibits to the registration statement, (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) such number of copies of the exhibits to the Incorporated Documents as you may reasonably request. (d) Prior to the end of the period of time referred to in the second sentence of paragraph (e) below, the Partnership will not file any amendment to the Registration Statement or make any amendment or supplement to the Final Prospectus or file any document which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall reasonably object. (e) The Partnership shall cause the Final Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) under the Act. As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer, the Partnership will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Final Prospectus (and of any amendment or supplement thereto) as you may reasonably request. The Partnership consents to the use of the Final Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Offered Units are offered by the several Underwriters and by all dealers to whom Offered Units may be sold, both in connection with the offering and sale of the Offered Units and for such period of time thereafter as the Final Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Partnership or in the opinion of counsel for the Underwriters is required to be set forth in the Final Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Final Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Partnership will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof. In the event that the Partnership and you, as Representatives of the several Underwriters, agree that the Final Prospectus should be amended or supplemented, the 5 Partnership, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (f) The Partnership will cooperate with you and with counsel for the Underwriters in connection with the registration or qualification of the Offered Units for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Offered Units, in any jurisdiction where it is not now so subject. (g) The Partnership will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (h) During the period of five years hereafter, the Partnership will furnish to you (i) as soon as available, a copy of each report of the Partnership mailed to unitholders or filed with the Commission, and (ii) from time to time such other information concerning the Partnership as you may request. (i) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second sentence of Section 10 hereof or by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Partnership or the General Partner to comply with the terms or fulfill any of the conditions of this Agreement, the Partnership and the General Partner, jointly and severally, agree to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters) incurred by them in connection herewith. (j) Except as provided in this Agreement, neither the Partnership nor the General Partner will sell, contract to sell or otherwise dispose of or hedge any Units or any securities substantially similar to, convertible into or exercisable or exchangeable for Units, or grant any options or warrants to purchase any securities substantially similar to, convertible into or exercisable or exchangeable for Units, for a period of 90 days after the date of the Final Prospectus (the "Lock-Up Period"), without the prior written consent of Salomon Smith Barney Xxxxxxx Xxxxx Xxxxxx Inc. Notwithstanding the foregoing, the Partnershxx xxx xxxxx Uxxxx xo Partnership may issue Units to sellers of terminalling facilities or pipelines in connection with acquisitions from such sellers of such terminalling facilities or pipelines by the Partnership; provided that the Partnership has received assurance from such sellers that they will not sell or otherwise dispose of such units in contravention of this paragraph (j) during the Lock-Up Period. (k) The Partnership has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, signed by each of the current officers and directors of the General Partner and by Kaneb Services LLC ("KSL") (on behalf of itself and its affiliates). (l) Except as stated in this Agreement and in the Final Prospectus, the Partnership and the General Partner have not taken, nor will they take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Units to facilitate the sale or resale of the Offered Units. (m) The Partnership and the General Partner will use their best efforts to have the Offered Units listed, subject to notice of issuance, on the New York Stock Exchange on or before the Closing Date. (n) The Partnership will apply the net proceeds from the sale of the Offered Units substantially in accordance with the description set forth in the Final Prospectus. (o) The Partnership, during the period of time referred to in the second sentence in paragraph (e) above, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act.

AGREEMENTS OF THE PARTNERSHIP AND THE GENERAL PARTNER. Each of the Partnership and the General Partner agrees with the several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Offered Units Notes may commence, the Partnership will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) Prior to the end of the period of time referred to in the second sentence of paragraph (ef) below, the Partnership will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Basic Prospectus, the Preliminary Prospectus or the Final Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Offered Units Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) of any change in any of the Companies' financial condition, business, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement Statement, the Basic Prospectus, the Preliminary Prospectus or the Final Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement Statement, the Basic Prospectus, the Preliminary Prospectus or the Final Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Basic Prospectus, the Preliminary Prospectus or the Final Prospectus (as then amended or supplemented) to comply with the Act, the Exchange Act or any other applicable securities laws. If at any time prior to the end of the period of time referred to in the second sentence of paragraph (ef) below, the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Partnership will furnish to you, without charge (i) three six copies of the manually signed copy of the Registration Statement corresponding to the EDGAR version as filed with the Commission and of each amendment therexxtherxxx, xncluding including financial statements and all exhibits to the registration statementRegistration Statement, (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) such number of copies of the exhibits to the Incorporated Documents as you may reasonably request. (d) Prior to the end of the period of time referred to in the second sentence of paragraph (ef) below, the Partnership will not file any amendment to the Registration Statement or make any amendment or supplement to the Final Prospectus or any Rule 462(b) Registration Statement or file any document which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall reasonably object. (e) Prior to the execution and delivery of this Agreement, the Partnership has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Preliminary Prospectus, if any. The Partnership consents to the use, so long as such use by the Underwriters and by dealers is in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Notes are offered by the Underwriters and by dealers, prior to the date of the Final Prospectus, of each Preliminary Prospectus so furnished by the Partnership. (f) The Partnership shall cause the Final Prospectus to be filed pursuant to, and in compliance with, Rule 424(b) under the Act. As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer, the Partnership will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Final Prospectus (and of any amendment or supplement thereto) as you may reasonably request. The Partnership consents to the use of the Final Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Offered Units Notes are offered by the several Underwriters and by all dealers to whom Offered Units Notes may be sold, both in connection with the offering and sale of the Offered Units Notes and for such period of time thereafter as the Final Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Partnership or in the opinion of counsel for the Underwriters is required to be set forth in the Final Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Final Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Partnership will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof. In the event that the Partnership and you, as Representatives of the several Underwriters, you agree that the Final Prospectus should be amended or supplemented, the 5 Partnership, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (fg) The Partnership will cooperate with you and with counsel for the Underwriters in connection with the registration or qualification of the Offered Units Notes for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Offered UnitsNotes, in any jurisdiction where it is not now so subject. (gh) The Partnership will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (hi) During the period of five years hereafter, the Partnership will furnish to you (i) as soon as available, a copy of each report of the Partnership mailed to unitholders or filed with the Commission, and (ii) from time to time such other information concerning the Partnership as you may request. (ij) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second sentence of Section 10 hereof or by notice given by you terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Partnership or the General Partner to comply with the terms or fulfill any of the conditions of this Agreement, the Partnership and the General Partner, jointly and severally, agree to reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters) incurred by them in connection herewith. (jk) Except as provided in this AgreementThe Partnership will not, neither without the Partnership nor the General Partner will prior written consent of Banc One Capital Markets, Inc. and BNP Paribas Securities Corp., offer, sell, contract to sell sell, pledge, hedge or otherwise dispose of (or hedge enter into any Units transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership or any securities substantially similar toaffiliate of the Partnership or any person in privity with the Partnership or any affiliate of the Partnership) directly or indirectly, convertible into including the filing (or exercisable or exchangeable for Unitsparticipation in the filing) of a registration statement with the Commission in respect of, or grant establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any options debt securities issued or warrants guaranteed by the Partnership (other than the Notes) or publicly announce an intention to purchase effect any securities substantially similar to, convertible into or exercisable or exchangeable for Unitssuch transaction, for a period of 90 days after the date of the Final Prospectus this Agreement (the "Lock-Up Period"), without the prior written consent of Salomon Smith Barney Inc. Notwithstanding the foregoing, the Partnershxx xxx xxxxx Uxxxx xo sellers of terminalling facilities or pipelines in connection with acquisitions from such sellers of such terminalling facilities or pipelines by the Partnership; provided that the Partnership has received assurance from such sellers that they will not sell or otherwise dispose of such units in contravention of this paragraph (j) during the Lock-Up Period. (k) The Partnership has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, signed by each of the current officers and directors of the General Partner and by Kaneb Services LLC ("KSL") (on behalf of itself and its affiliates). (l) Except as stated in this Agreement and in the Preliminary Prospectus and the Final Prospectus, the Partnership and the General Partner have not taken, nor will they take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Units Notes to facilitate the sale or resale of the Offered UnitsNotes. (m) The Partnership and the General Partner will use their best efforts to have the Offered Units listed, subject to notice of issuance, on the New York Stock Exchange on or before the Closing Date. (n) The Partnership will apply the net proceeds from the sale of the Offered Units Notes substantially in accordance with the description set forth in the Final Prospectus. (on) The Partnership, during the period of time referred to in the second sentence in paragraph (ef) above, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act.