**Exhibit 10.01**

**SERVICES AGREEMENT**

This Services Agreement (this“*Agreement*”), effective as of January 1, 2008 (the “*Effective Date*”), is entered into by and between **NUSTAR ENERGY L.P.**, a Delaware limitedpartnership (“*NuStar Energy*”) and **NUSTAR GP, LLC**, a Delaware limited liability company (“*GP, LLC*”) and a wholly owned subsidiary of NuStar GP Holdings, LLC, aDelaware limited liability company (“*Holdings*”). 

**RECITALS**

WHEREAS, in accordance with Section 7.1 of the Third Amended and Restated Agreement of Limited Partnership of NuStar Energy (the“*Partnership Agreement*”), GP, LLC provides all executive management, accounting, legal, cash management, corporate finance and other administrative services necessary and appropriate, in its sole discretion, to conduct thebusiness of NuStar Energy; 

WHEREAS, Section 7.4(b) of the Partnership Agreement provides that GP, LLC shall bereimbursed on a monthly basis, or such other reasonable basis as GP, LLC may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of NuStar Energy and (ii) all other necessaryor appropriate expenses allocable to NuStar Energy or otherwise reasonably incurred by GP, LLC in connection with operating NuStar Energy’s business; 

WHEREAS, GP, LLC also provides the administrative services necessary to conduct the business of Holdings; 

WHEREAS, GP, LLC and NuStar Energy desire to enter into this Agreement to determine the allocation of reimbursements due GP, LLC for services provided by GP, LLC to each of Holdings and NuStar Energy; 

WHEREAS, on April 24, 2008, the independent directors of GP, LLC approved the terms of this Agreement; and 

NOW, THEREFORE, for and in consideration of the mutual covenants contained in this Agreement, the parties hereto agree as follows:

**ARTICLE I**

**DEFINITIONS**

**Section 1.1 Definitions.**The following definitions shall be for all purposes,unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. 

(a)“*Affiliates*” means entities that directly or indirectly through one or more intermediaries control, or are controlled by, or are under common control with, such party, and the term “*control*” shall meanthe possession, directly or indirectly, of the power to direct or cause the direction of management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. 

 

(b) “*force majeure*” means any one or more of: (a) an act ofGod, (b) a strike, lockout, labor difficulty or other industrial disturbance, (c) an act of a public enemy, war, blockade, insurrection or public riot, (d) lightning, fire, storm, flood or explosion, (e) governmental action,delay, restraint or inaction, (f) judicial order or injunction, (g) material shortage or unavailability of equipment, or (h) any other cause or event, whether of the kind specifically enumerated above or otherwise, which is notreasonably within the control of the party claiming suspension. 

(c) “*Holdings Administrative ServicesFee*” means (i) for fiscal year 2008, $750,000, plus 1.0% of GP, LLC’s domestic bonus and unit compensation expense and (ii) for fiscal year 2009 and each fiscal year thereafter, $1.1 million (as adjusted pursuant toSection 2.2(c)), plus 1.0% of GP, LLC’s domestic bonus and unit compensation expense. 

(d)“*Person*” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or other enterprise (including an employee benefit plan), association, government agencyor political subdivision thereof or other entity. 

**ARTICLE II**

**PROVISION OF SERVICES**

**Section 2.1 Provision ofServices by GP, LLC.**

In accordance with Section 7.1 of the Partnership Agreement, GP, LLC shall provide allexecutive management, accounting, legal, cash management, corporate finance and other administrative services necessary and appropriate, in its sole discretion, to conduct the business of NuStar Energy (the “*Services*”).Nothing herein shall prevent GP, LLC from providing all executive management, accounting, legal, cash management, corporate finance and other related administrative services necessary to conduct the business of Holdings or any Affiliate of Holdingsor GP, LLC. 

**Section 2.2 Reimbursement for Services.**

(a) Reimbursement for Services. Commencing on the Effective Date of this Agreement, NuStar Energy shall promptly reimburse GP, LLCfor all payroll and related expenses it incurs (including salary, bonus, incentive compensation, pension, benefits costs and other amounts paid to any Person including Affiliates of GP, LLC) (the “*Services Reimbursement*”),minus (a) the Holdings Administrative Services Fee and (b) any other services fee or similar charge to any other entity, including foreign Affiliates of GP, LLC. 

(b) Taxes. If the Services Reimbursement does not include sales, use, excise, value added or similar taxes, if any such taxes are imposed on the Services, and if under the applicable lawsany such taxes are to be collected and remitted to the appropriate authorities by GP, LLC, NuStar Energy shall pay or reimburse GP, LLC for any such taxes. 

 

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(c) Adjustment to Holdings Administrative Services Fee. The HoldingsAdministrative Services Fee is subject to adjustment as follows: (i) by an annual amount equal to GP, LLC’s annual merit increase percentage for the most recently completed fiscal year and (ii) for changed levels of services due toexpansion of operations through expansion of operations, acquisition or construction of new businesses or assets or otherwise. 

**Section 2.3 Term.**

(a) Initial Term. This Agreement shall have an initial term commencing onthe Effective Date and continuing in full force and effect until December 31, 2012, unless otherwise terminated pursuant to the terms hereof. 

(b) Renewal. This Agreement shall be renewed automatically for additional successive two-year terms after the Initial Term, unless either party provides six months’ advance notice to the other party of itsintent to terminate this Agreement, in which case this Agreement shall terminate six months after such notice is delivered. 

**ARTICLE III**

**MISCELLANEOUS**

**Section 3.1 No Third Party Beneficiary.**The provisions of this Agreement are enforceable solely by the parties to the Agreement and no limited partner, assignee, member or other person shall have theright, separate and apart from the parties hereto, to enforce any provisions of this Agreement or to compel any party to this Agreement to comply with the terms of this Agreement.****

**Section 3.2 Limited Warranty; Limitation of Liability.**

GP, LLC represents that it will provide or cause the services to be provided to NuStar Energy with reasonable care and in accordance withall applicable laws, rules, and regulations, including without limitation those of the Federal Energy Regulatory Commission. EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, ALL PRODUCTS OBTAINED FOR NUSTAR ENERGY AND ITS AFFILIATES ARE ASIS, WHERE IS, WITH ALL FAULTS AND GP, LLC MAKES NO (AND HEREBY DISCLAIMS AND NEGATES ANY AND ALL) REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THESERVICES RENDERED OR PRODUCTS OBTAINED FOR NUSTAR ENERGY AND ITS AFFILIATES. FURTHERMORE, NUSTAR ENERGY AND ITS AFFILIATES MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESSFOR A PARTICULAR PURPOSE MADE TO GP, LLC BY ANY PARTY PERFORMING SERVICES ON BEHALF OF GP, LLC HEREUNDER, UNLESS SUCH PARTY MAKES AN EXPRESS WARRANTY TO NUSTAR ENERGY AND ITS AFFILIATES. HOWEVER, IN THE CASE OF SERVICES PROVIDED BY A THIRDPARTY FOR NUSTAR ENERGY AND ITS AFFILIATES, IF THE THIRD PARTY PROVIDER OF SUCH SERVICES MAKES AN EXPRESS WARRANTY TO NUSTAR ENERGY AND ITS AFFILIATES, NUSTAR ENERGY AND ITS AFFILIATES ARE ENTITLED TO CAUSE GP, LLC TO RELY ON AND TO ENFORCE SUCHWARRANTY. 

 

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IT IS EXPRESSLY UNDERSTOOD BY NUSTAR ENERGY AND ITS AFFILIATES THAT GP, LLC SHALL HAVE NOLIABILITY FOR THE FAILURE OF THIRD PARTY PROVIDERS TO PERFORM ANY SERVICES HEREUNDER AND FURTHER THAT GP, LLC SHALL HAVE NO LIABILITY WHATSOEVER FOR THE SERVICES PROVIDED BY ANY SUCH THIRD PARTY UNLESS IN EITHER EVENT SUCH SERVICES ARE PROVIDED IN AMANNER WHICH WOULD EVIDENCE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT ON THE PART OF GP, LLC BUT GP, LLC SHALL, ON BEHALF OF NUSTAR ENERGY AND ITS AFFILIATES, PURSUE ALL RIGHTS AND REMEDIES UNDER ANY SUCH THIRD PARTY CONTRACT. NUSTAR ENERGYAND ITS AFFILIATES AGREES THAT THE REMUNERATION PAID TO GP, LLC HEREUNDER FOR THE SERVICES TO BE PERFORMED REFLECT THIS LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES. IN NO EVENT SHALL GP, LLC BE LIABLE TO NUSTAR ENERGY, ITS AFFILIATESOR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY ERROR IN THE PERFORMANCE OF SERVICES OR FROM THE BREACH OF THIS AGREEMENT, REGARDLESS OF THE FAULT OF GP, LLC OR ANY THIRD PARTY PROVIDER OR WHETHER GP, LLCOR THE THIRD PARTY PROVIDER ARE WHOLLY, CONCURRENTLY, PARTIALLY, OR SOLELY NEGLIGENT. TO THE EXTENT ANY THIRD PARTY PROVIDER HAS LIMITED ITS LIABILITY TO GP, LLC FOR SERVICES UNDER AN OUTSOURCING OR OTHER AGREEMENT, NUSTAR ENERGY AND ITSAFFILIATES AGREE TO BE BOUND BY SUCH LIMITATION OF LIABILITY FOR ANY PRODUCT OR SERVICE PROVIDED TO NUSTAR ENERGY AND ITS AFFILIATES BY SUCH THIRD PARTY PROVIDER UNDER GP, LLC’S AGREEMENT. 

**Section 3.3 Force Majeure.**If either party to this Agreement is rendered unable by force majeure to carry out its obligationsunder this Agreement, other than a party’s obligation to make payments as provided for herein, that party shall give the other party prompt written notice of the force majeure with reasonably full particulars concerning it. Thereupon, theobligations of the party giving the notice, insofar as they are affected by the force majeure, shall be suspended during, but no longer than the continuance of, the force majeure. The affected party shall use all reasonable diligence to removeor remedy the force majeure situation as quickly as practicable.****

The requirement that any force majeure situationbe removed or remedied with all reasonable diligence shall not require the settlement of strikes, lockouts or other labor difficulty by the party involved, contrary to its wishes. Rather, all such difficulties may be handled entirely within thediscretion of the party concerned. 

**Section 3.4 Further Assurances.**In connection with this Agreement and alltransactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments as may be required for a party to provide the services hereunder and to perform such other additionalacts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms and provisions of this Agreement.****

 

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**Section 3.5 Notices. **Any notice, request, demand, direction or othercommunication required or permitted to be given or made under this Agreement to a party shall be in writing and may be given by hand delivery, postage prepaid first-class mail delivery, delivery by a reputable international courier serviceguaranteeing next business day delivery or by facsimile (if confirmed by one of the foregoing methods) to such party at its address noted below: 

(a) in the case of GP, LLC, to: 

NuStar GP, LLC 

2330 North Loop 1604 West San Antonio, Texas 78248 Attention: Legal Department 

Telecopy: (210) 918-2000 

(b) in the case of NuStar Energy, to: 

NuStar Energy L.P. 

2330 North Loop 1604 West 

San Antonio, Texas 78248 

Attention: Legal Department 

Telecopy: (210) 918-2000 

or at such other address of which notice may have been given by such party in accordance with the provisions of this Section. 

**Section 3.6 Counterparts.** This Agreement may be executed in several counterparts, no one of which needs to be executed by all of the parties. Such counterpart, including a facsimile transmissionof this Agreement, shall be deemed to be an original and shall have the same force and effect as an original. All counterparts together shall constitute but one and the same instrument. 

**Section 3.7 Applicable Law.** THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OFTHE STATE OF TEXAS. 

**Section 3.8 Binding Effect; Assignment.** Except for the ability of GP, LLC to causeone or more of the Services to be performed by a third party provider (subject to the terms of this Agreement), no party shall have the right to assign its rights or obligations under this Agreement (by operation of law or otherwise) without theconsent of the other parties and any such assignment that is made without such consent shall be void and of no force and effect. No permitted assignment shall release any party from any of its obligations under this Agreement. All of the terms andprovisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assignees. 

**Section 3.9 Invalidity of Provisions.** In the event that one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect underany applicable law, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or impaired thereby. 

 

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**Section 3.10 Entire Agreement.** This Agreement constitutes the whole andentire agreement between the parties hereto and supersedes any prior agreement, undertaking, declarations, commitments or representations, verbal or oral, in respect of the subject matter hereof. 

**Section 3.11 Captions.** The captions of the sections and paragraphs of this Agreement are for convenience and reference onlyand in no way define, limit or describe the scope of intent of this Agreement. 

*[Signature Page to Follow]*

 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of thedate first written above. 

 
  
**NUSTAR ENERGY L.P.**
  
By:
  
Riverwalk Logistics, L.P.,
    
its general partner
    
By: NuStar GP, LLC,
    
its general partner
  
By:
  
/s/ Bradley C. Barron
  
Name:
  
Bradley C. Barron
  
Title:
  
Senior Vice President, General Counsel and Secretary
  
**NUSTAR GP, LLC**
  
By:
  
/s/ Bradley C. Barron
  
Name:
  
Bradley C. Barron
  
Title:
  
Senior Vice President, General Counsel and Secretary

 

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