0001047469-04-032895 Sample Contracts

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • November 2nd, 2004 • Kaneb Services LLC • Wholesale-petroleum & petroleum products (no bulk stations)

FIRST AMENDMENT TO RIGHTS AGREEMENT (the "First Amendment"), dated as of October 28, 2004, between Kaneb Services LLC, a Delaware limited liability company (the "Company") and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, National Association, a national banking association (the "Rights Agent"), amending the Rights Agreement, dated as of June 27, 2001, between the Company and the Rights Agent (the "Rights Agreement"). Capitalized terms used herein without definition shall have the respective meanings ascribed to such terms in the Rights Agreement.

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