Exhibit 4.02

VALERO LOGISTICS OPERATIONS, L.P.,
ISSUER

▇▇▇▇▇▇ ▇.▇.,

GUARANTOR

KANEB PIPE LINE OPERATING PARTNERSHIP, L.P.,

AFFILIATE GUARANTOR

AND

THE BANK OF NEW YORK TRUST COMPANY, N.A.
AS SUCCESSOR TRUSTEE TO
THE BANK OF NEW YORK,
TRUSTEE

THIRD SUPPLEMENTAL INDENTURE
DATED AS OF JULY 1,  2005

TO

INDENTURE

DATED AS OF JULY 15, 2002

TABLE OF CONTENTS

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THIRD SUPPLEMENTAL INDENTURE, dated as of July 1, 2005 (this “Third Supplemental Indenture”), among Valero Logistics Operations, L.P., a Delaware limited partnership having its principal office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the “Partnership”), ▇▇▇▇▇▇ ▇.▇., a Delaware limited partnership (the “Guarantor”), Kaneb Pipe Line Operating Partnership, L.P., a Delaware limited partnership and an Affiliate of the Partnership (the “Affiliate Guarantor”), and The Bank of New York Trust Company, N.A. as successor trustee to The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).

RECITALS OF THE PARTNERSHIP

The Partnership, the Guarantor and the Trustee have heretofore executed and delivered the Indenture dated as of July 15, 2002 (the “Original Indenture,”), as amended and supplemented by (i) the First Supplemental Indenture thereto dated as of July 15, 2002 (the “First Supplemental Indenture”) and (ii) the Second Supplemental Indenture thereto dated as of March 18, 2003 (the “Second Supplemental Indenture”) (the Original Indenture, as supplemented from time to time, including without limitation pursuant to the First Supplemental Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture, being referred to herein as the “Indenture”), providing for the issuance from time to time of one or more series of the Partnership’s Securities, each to be guaranteed by the Guarantor and the terms of which are to be determined as set forth in Section 301 of the Original Indenture.

Section 901 of the Original Indenture provides, among other things, that the Partnership, the Guarantor and the Trustee may enter into indentures supplemental to the Original Indenture without the consent of any Holders for, among other things, the purpose of making any provisions with respect to matters or questions arising under the Indenture which shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

Each of the Partnership, the Guarantor and the Affiliate Guarantor desires that the Affiliate Guarantor execute and deliver to the Trustee a supplemental indenture pursuant to which the Affiliate Guarantor shall guarantee the payment of each and every series of Securities issued under the Indenture pursuant to a guarantee on the terms and conditions set forth herein.

All acts and things necessary to make this Third Supplemental Indenture the valid and binding obligation of the Partnership, the Guarantor and the Affiliate Guarantor, and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

Pursuant to Section 901 of the Original Indenture, the Trustee is authorized to execute and deliver this Third Supplemental Indenture.

Now, Therefore, This Third Supplemental Indenture Witnesseth:

That in consideration of the premises, the Partnership, the Guarantor, the Affiliate Guarantor and the Trustee mutually covenant and agree, for the equal and proportionate benefit of all Holders of each and every series of Securities, as follows:

ARTICLE I

AMENDMENTS TO THE INDENTURE

SECTION 1.01 Definitions.  Section 101 of the Indenture is hereby amended and supplemented by inserting, in the appropriate alphabetical position, the following definitions:

“Affiliate Guarantees” has the meaning specified in Section 1501.

“Affiliate Guarantor” means Kaneb Pipe Line Operating Partnership, L.P., a Delaware limited partnership, until a successor Affiliate Guarantor shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Affiliate Guarantor” shall mean or include each Person who is then an Affiliate Guarantor hereunder.

SECTION 1.02 Unconditional Affiliate Guarantee.  The Indenture is hereby amended and supplemented by inserting the following new Article XV immediately after Article XIV of the Indenture:

“ARTICLE XV

SECTION 1501.     Unconditional Affiliate Guarantee.

For value received, the Affiliate Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Partnership (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture and the Affiliate Guarantees) (collectively for the purposes of this Article XV, the “Indenture Obligations”), when and as such principal, premium, if any, and interest and such other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Securities and this Indenture.  The guarantees by the Affiliate Guarantor set forth in this Article XV are referred to herein as the “Affiliate Guarantees.”  Without limiting the generality of the foregoing, the Affiliate Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Partnership under this Indenture and the Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Partnership.

Failing payment when due of any amount guaranteed pursuant to the Affiliate Guarantees, for whatever reason, the Affiliate Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise).  Each Affiliate Guarantee hereunder is intended to be a general, unsecured, senior obligation of the Affiliate Guarantor and will rank pari passu in right of payment with all indebtedness of the Affiliate Guarantor that is not, by its terms, expressly subordinated in right of payment to the Affiliate Guarantee of the Affiliate Guarantor.  The Affiliate Guarantor hereby agrees that to the fullest extent permitted by applicable

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law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities, the Affiliate Guarantees or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Partnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Affiliate Guarantor.  The Affiliate Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of any series or any other amounts payable under this Indenture and the Securities by the Partnership, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 507 hereof, by the Holders, on the terms and conditions set forth in this Indenture, directly against the Affiliate Guarantor to enforce the Affiliate Guarantees without first proceeding against the Partnership.

To the fullest extent permitted by applicable law, the obligations of the Affiliate Guarantor under this Article XV shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Partnership, the Guarantor or the Affiliate Guarantor contained in any of the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Partnership, the Guarantor, the Affiliate Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Partnership, the Guarantor, the Affiliate Guarantor or the Trustee of any rights or remedies under any of the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of the Securities, including all or any part of the rights of the Partnership, the Guarantor or the Affiliate Guarantor under this Indenture, (v) the extension of the time for payment by the Partnership, the Guarantor or the Affiliate Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Securities or this Indenture or of the time for performance by the Partnership, the Guarantor or the Affiliate Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Partnership, the Guarantor or the Affiliate Guarantor set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Partnership, the Guarantor, the Affiliate Guarantor or any of their respective assets, or the disaffirmance of any of the Securities, the Guarantees, the Affiliate Guarantees or this Indenture in any such proceeding, (viii) the release or discharge of the Partnership, the Guarantor or the Affiliate Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of the Securities, the Guarantees, the Affiliate Guarantees or this Indenture, (x) any change in

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the name, business, capital structure, corporate existence, or ownership of the Partnership, the Guarantor or the Affiliate Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or the Affiliate Guarantor.

To the fullest extent permitted by applicable law, the Affiliate Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Partnership, the Guarantor or the Affiliate Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Affiliate Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each Holder of the Securities without notice to them and (iii) covenants that its Affiliate Guarantees will not be discharged except by complete performance of the Affiliate Guarantees.  The Affiliate Guarantor further agrees that to the fullest extent permitted by applicable law, if at any time all or any part of any payment theretofore applied by any Person to any Affiliate Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Affiliate Guarantor, such Affiliate Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Affiliate Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made.

The Affiliate Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Partnership in respect of any amounts paid by the Affiliate Guarantor pursuant to the provisions of this Indenture; provided, however, that the Affiliate Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Securities until all of the Securities and the Affiliate Guarantees thereof shall have been indefeasibly paid in full or discharged.

A director, officer, employee, stockholder, partner, member or unitholder, as such, of the Affiliate Guarantor shall not have any liability for any obligations of the Affiliate Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.

No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this Article XV and the Affiliate Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies.  The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity.  Nothing contained in this Article XV shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of the Securities pursuant to Article V or to pursue any rights or remedies hereunder or under applicable law.”

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ARTICLE II

MISCELLANEOUS

SECTION 2.01 Execution as Supplemental Indenture.  By its execution and delivery of this Third Supplemental Indenture, the undersigned Affiliate Guarantor agrees to be bound by the provisions of the Indenture, including those of Article XV thereof.  This Third Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Third Supplemental Indenture forms a part thereof.  Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Indenture.

SECTION 2.02 Responsibility for Recitals, Etc.  The recitals herein and in the Securities (except in the Trustee’s certificate of authentication) shall be taken as the statements of the Partnership, and the Trustee assumes no responsibility for the correctness thereof.  The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture or of the Securities.  The Trustee shall not be accountable for the use or application by the Partnership of the Securities or of the proceeds thereof.

SECTION 2.03 Provisions Binding on Partnership’s, Guarantor’s and Affiliate Guarantor’s Successors.  All the covenants, stipulations, promises and agreements contained in this Third Supplemental Indenture by each of the Partnership, the Guarantor and the Affiliate Guarantor shall bind its respective successors and assigns whether so expressed or not.

SECTION 2.04 Governing Law.  THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 2.05 Execution and Counterparts.  This Third Supplemental Indenture may be executed with counterpart signature pages or in any number of counterparts, each of which shall be an original but such counterparts shall together constitute but one and the same instrument.

SECTION 2.06 Capitalized Terms.  Capitalized terms not otherwise defined in this Third Supplemental Indenture shall have the respective meanings assigned to them in the Indenture.

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the day and year first above written.