EX-10.01


 Exhibit 10.01 

Execution Version 
  

 
  

 
 THIRD AMENDMENT 

TO 
 AMENDED AND
RESTATED 
 5-YEAR REVOLVING CREDIT AGREEMENT 

dated as of 

November 22, 2017 

among 
 NUSTAR
LOGISTICS, L.P., 
 NUSTAR ENERGY L.P., 

JPMORGAN CHASE BANK, N.A., 

as Administrative Agent, 

and 
 The Lenders
Party Hereto 
  
  

 
  






 THIRD AMENDMENT TO AMENDED AND RESTATED 

5-YEAR REVOLVING CREDIT AGREEMENT 

THIS THIRD AMENDMENT TO AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT (this
“Third Amendment”) dated as of November 22, 2017, is among NUSTAR LOGISTICS, L.P., a Delaware limited partnership (the “Borrower”); NUSTAR ENERGY L.P., a Delaware limited partnership (the
“MLP”); NUSTAR PIPELINE OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the “Subsidiary Guarantor” and, together with the Borrower and the MLP, the “Obligors”); JPMORGAN CHASE
BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the
“Lenders”); and the undersigned Lenders. 
 R E C I T A L S 

A.    The Borrower, the MLP, the Administrative Agent and the Lenders are parties to that certain Amended and Restated 5-Year Revolving Credit Agreement dated as of October 29, 2014 (as amended, modified or supplemented prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have made
certain extensions of credit available to the Borrower. 
 B.    The Subsidiary Guarantor is a party to that certain
Amended and Restated Subsidiary Guaranty Agreement dated as of October 29, 2014 made by each of the Guarantors (as defined therein) in favor of the Administrative Agent (the “Subsidiary Guaranty”). 

C.    The Borrower has requested and the Lenders have agreed to amend certain provisions of the Credit Agreement. 

D.    NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

Section 1.    Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such
term in the Credit Agreement. Unless otherwise indicated, all references to Sections in this Third Amendment refer to Sections of the Credit Agreement. 

Section 2.    Amendments to Credit Agreement. 

2.1    The following definition in Section 1.01 is hereby amended and restated in its entirety to read as follows:

 “Consolidated Debt” means, for any day, all Indebtedness of the MLP and its Restricted Subsidiaries
(excluding (a) the principal amount of Hybrid Equity Securities in an aggregate amount not to exceed 15% of Total Capitalization and (b) the Excluded Go-Zone Bond Proceeds in an aggregate amount not
to exceed $350,000,000), on a consolidated basis, as of such day; provided that notwithstanding the foregoing, for any day during the period from the Third Amendment Effective Date through and including December 31, 2018, for the
purposes of this definition only, the definition of “Indebtedness” shall not include the aggregate principal amount outstanding on such day, not to exceed $402,500,000, of the Borrower’s 7.625% Fixed-to-Floating Rate Subordinated Notes due 2043 issued pursuant to that certain Indenture, dated as of January 22, 2013, among the Borrower, as Issuer, the MLP, as guarantor, and Wells Fargo Bank,
National Association, as trustee. 






 2.2    The following definition is hereby added to Section 1.01 in its
appropriate alphabetical order: 
 “Third Amendment Effective Date” has the meaning given such term in that
certain Third Amendment to Amended and Restated 5-Year Revolving Credit Agreement dated as of November 22, 2017 among the Borrower, the MLP, the Subsidiary Guarantor, the Administrative Agent, and the
Lenders party thereto. 
 Section 3.    Conditions Precedent. This Third Amendment shall not become effective until the date
on which each of the following conditions is satisfied (or waived in accordance with Section 10.02) (the “Third Amendment Effective Date”): 

3.1    The Administrative Agent shall have received from the Required Lenders, the Borrower, the MLP and the Subsidiary
Guarantor, counterparts (in such number as may be requested by the Administrative Agent) of this Third Amendment signed on behalf of such Persons. 

3.2    The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable, if any, in
connection with this Third Amendment on or prior to the Third Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by the Borrower pursuant to the Credit Agreement. 
 3.3    The
Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. 

The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be effective (and the Third Amendment Effective
Date shall occur) when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in
Section 10.02. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes. 

Section 4.    Miscellaneous. 

4.1    Confirmation. The provisions of the Credit Agreement, as amended by this Third Amendment, shall remain in
full force and effect following the effectiveness of this Third Amendment. 
 4.2    Ratification and Affirmation;
Representations and Warranties. Each Obligor hereby: (a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan
Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (c) agrees that from and
after the Third Amendment Effective Date each reference to the Credit Agreement in the Subsidiary Guaranty and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Third Amendment; and
(d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Third Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true
and correct, unless such representations and warranties are stated to relate to a specific earlier date, in which case, such representations and warranties shall continue to be true and correct as of such earlier date and (ii) no Default has
occurred and is continuing.  

  
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 4.3    Loan Document. This Third Amendment is a “Loan
Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto. 

4.4    Counterparts. This Third Amendment may be executed by one or more of the parties hereto in any number of
separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Third Amendment by facsimile or email transmission shall be effective as delivery of a manually executed
counterpart hereof. 
 4.5    NO ORAL AGREEMENT. THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS
BETWEEN THE PARTIES. 
 4.6    GOVERNING LAW. THIS THIRD AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 [SIGNATURES BEGIN ON
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 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of
the date first written above. 
  

					
	NUSTAR LOGISTICS, L.P.
		
	By:	 	NuStar GP, Inc., its General Partner
			
		 	By:	 	 /s/ Thomas R. Shoaf

		 	Name:	 	Thomas R. Shoaf
		 	Title:	 	Executive Vice President and Chief
		 		 	Financial Officer
	
	NUSTAR ENERGY L.P.
		
	By:	 	Riverwalk Logistics, L.P., its General Partner
		
	By:	 	NuStar GP, LLC, its General Partner
			
		 	By:	 	 /s/ Thomas R. Shoaf

		 	Name:	 	Thomas R. Shoaf
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	NUSTAR PIPELINE OPERATING PARTNERSHIP
	L.P.
		
	By:	 	NuStar Pipeline Company, LLC, its General Partner
			
		 	By:	 	 /s/ Thomas R. Shoaf

		 	Name:	 	Thomas R. Shoaf
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	JPMORGAN CHASE BANK, N.A., as a Lender and as Administrative Agent
		
	By:	 	 /s/ Travis Watson

	Name:	 	Travis Watson
	Title:	 	Vice President



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	MIZUHO BANK, LTD., as a Lender
		
	By:	 	 /s/ Leon Mo

	Name:	 	Leon Mo
	Title:	 	Authorized Signatory



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Sean Piper

	Name:	 	Sean Piper
	Title:	 	AVP



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ Carmen Malizia

	Name:	 	Carmen Malizia
	Title:	 	Director



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Borden Tennant

	Name:	 	Borden Tennant
	Title:	 	Vice President



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Kimberly Miller

	Name:	 	Kimberly Miller
	Title:	 	Credit Officer



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
		
	By:	 	 /s/ Anastasiya Haurylenia

	Name:	 	Anastasiya Haurylenia
	Title:	 	Vice President



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ May Huang

	Name:	 	May Huang
	Title:	 	Assistant Vice President



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Deanna Breland

	Name:	 	Deanna Breland
	Title:	 	Executive Director



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Ming K Chu

	Name:	 	Ming K Chu
	Title:	 	Director
		
	By:	 	 /s/ Virginia Cosenza

	Name:	 	Virginia Cosenza
	Title:	 	Vice President



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	DNB CAPITAL LLC, as a Lender
		
	By:	 	 /s/ James Grubb

	Name:	 	James Grubb
	Title:	 	Vice President
		
	By:	 	 /s/ Bryon Cooley

	Name:	 	Bryon Cooley
	Title:	 	Senior Vice President



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Don J. McKinnerney

	Name:	 	Don J. McKinnerney
	Title:	 	Authorized Signatory



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	 /s/ Katsuyuki Kubo

	Name:	 	Katsuyuki Kubo
	Title:	 	Managing Director



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	 /s/ Joe Lattanzi

	Name:	 	Joe Lattanzi
	Title:	 	Managing Director



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	BRANCH BANKING AND TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Lincoln LaCour

	Name:	 	Lincoln LaCour
	Title:	 	Assistant Vice President



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ Michael Zeller

	Name:	 	Michael Zeller
	Title:	 	Vice President



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	COMERICA BANK, as a Lender


 
			
		
	By:	 	 /s/ L.J. Perenyi

	Name:	 	L.J. Perenyi
	Title:	 	Vice President



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	FROST BANK, as a Lender
		
	By:	 	 /s/ M. Luke Healy

	Name:	 	M. Luke Healy
	Title:	 	Vice President



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 







 
			
	THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Annie Dorval

	Name:	 	Annie Dorval
	Title:	 	Authorized Signatory
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 SIGNATURE PAGE TO THIRD
AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT 








			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Mark Salierno

	Name:	 	Mark Salierno
	Title:	 	Vice President



  
 SIGNATURE PAGE TO
THIRD AMENDMENT TO AMENDED 
 AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT