NS 2Q15 10-Q EX10.02






Exhibit 10.2












    
SEVENTH AMENDMENT
TO
LETTER OF CREDIT AGREEMENT
dated as of
April 30, 2015
among


NUSTAR LOGISTICS, L.P.,
NUSTAR ENERGY L.P.,
The Lenders Party Hereto
and
MIZUHO BANK, LTD.,
as Issuing Bank and Administrative Agent




    













SEVENTH AMENDMENT TO LETTER OF CREDIT AGREEMENT


THIS SEVENTH AMENDMENT TO LETTER OF CREDIT AGREEMENT (this “Seventh Amendment”) dated as of April 30, 2015, 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”); MIZUHO BANK, LTD. (formerly known as Mizuho Corporate Bank, Ltd.), as administrative agent (in such capacity, the “Administrative Agent”) and as Issuing Bank; and the undersigned Lender (collectively, the “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 Letter of Credit Agreement dated as of June 5, 2012 (as amended, the “Reimbursement Agreement”), pursuant to which the Issuing Bank and the Lenders have made certain extensions of credit available to the Borrower.
B.    The Subsidiary Guarantor is a party to that certain Subsidiary Guaranty Agreement dated as of June 5, 2012 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 Administrative Agent, the Issuing Bank, and the Lenders have agreed to amend certain provisions of the Reimbursement 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 Reimbursement Agreement.  Unless otherwise indicated, all references to Sections and Articles in this Seventh Amendment refer to Sections and Articles of the Reimbursement Agreement.
Section 2.    Amendments to Reimbursement Agreement.
2.1    Amendment to Section 1.01.  Section 1.01 of the Reimbursement Agreement is hereby amended to delete the definition of “Maturity Date” in its entirety and replace it with the following:   


“Maturity Date means June 5, 2016.”


2.2    Amendment to Section 2.03(a).  Section 2.03(a) of the Reimbursement Agreement is hereby amended to delete the percentage “1.25%” where it appears in clause (i), and to replace it with “1.15%”.
2.3    Amendment to Schedule 3.12.  Schedule 3.12 (Subsidiaries) is hereby deleted in its entirety and replaced with Schedule 3.12 attached hereto.


Section 3.    Conditions Precedent.  This Seventh 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 of the Reimbursement Agreement) (the “Effective Date”):









3.1    The Administrative Agent, the Issuing Bank, and the Lenders shall have received all fees and other amounts due and payable, if any, in connection with this Seventh Amendment on or prior to the Effective Date.
3.2    The Administrative Agent shall have received from the Borrower, the MLP, the Subsidiary Guarantor, the Issuing Bank and the Lenders, counterparts (in such number as may be requested by the Administrative Agent) of this Seventh Amendment signed on behalf of such Persons.
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.
3.4    No Default shall have occurred and be continuing, after giving effect to the terms of this Seventh Amendment. 
Section 4.    Miscellaneous.
4.1    Confirmation.  The provisions of the Reimbursement Agreement, as amended by this Seventh Amendment, shall remain in full force and effect following the effectiveness of this Seventh Amendment.
4.2    Ratification and Affirmation; Representations and Warranties.  Each Obligor hereby: (a) acknowledges the terms of this Seventh 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 Effective Date each reference to the Reimbursement Agreement in the Subsidiary Guaranty and the other Loan Documents shall be deemed to be a reference to the Reimbursement Agreement, as amended by this Seventh Amendment; and (d) represents and warrants to the Administrative Agent, the Issuing Bank, and the Lenders that as of the date hereof, after giving effect to the terms of this Seventh 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.  
4.3    Loan Document.  This Seventh Amendment is a “Loan Document” as defined and described in the Reimbursement Agreement and all of the terms and provisions of the Reimbursement Agreement relating to Loan Documents shall apply hereto.
4.4    Counterparts.  This Seventh 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 Seventh Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
4.5    NO ORAL AGREEMENT.  THIS SEVENTH AMENDMENT, THE REIMBURSEMENT 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.

2








4.6    GOVERNING LAW.  THIS SEVENTH 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 NEXT PAGE]



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IN WITNESS WHEREOF, the parties hereto have caused this Seventh 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/ Tomas 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/ Tomas 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/ Tomas R. Shoaf            
Name:    Thomas R. Shoaf            
Title:     Executive Vice President and Chief 
Financial Officer                



SIGNATURE PAGE TO SEVENTH AMENDMENT TO LETTER OF CREDIT AGREEMENT






MIZUHO BANK, LTD.
(formerly known as Mizuho Corporate Bank, Ltd.),
as Issuing Bank, as Administrative Agent, and as a Lender




By:           /s/ Leon Mo            
Name:   Leon Mo                 
Title:    Authorized Signatory            







SIGNATURE PAGE TO SEVENTH AMENDMENT TO LETTER OF CREDIT AGREEMENT






SCHEDULE 3.12
Subsidiaries
	
				
	Subsidiary
	Jurisdiction of 
Formation
	Restricted/
Unrestricted/Material
	Ownership 
Percentage

	Bicen Development Corporation N.V.
	Sint Eustatius
	Restricted
	100%

	Cooperatie NuStar Holdings U.A.
	Netherlands
	Restricted
	100%

	Diamond K Limited
	Bermuda
	Restricted
	100%

	NuStar Pipeline Company, LLC
	Delaware
	Restricted
	100%

	NuStar Pipeline Holding Company, LLC
	Delaware
	Restricted
	100%

	NuStar Pipeline Operating Partnership L.P.
	Delaware
	Restricted - Material
	100%

	NuStar Pipeline Partners L.P.
	Delaware
	Restricted
	100%

	LegacyStarServices, LLC
	Delaware
	Restricted
	100%

	NS Security Services, LLC
	Delaware
	Restricted
	100%

	NuStar Asphalt Chickasaw, LLC
	Texas
	Restricted
	100%

	NuStar Asphalt Holdings, Inc.
	Delaware
	Restricted
	100%

	NuStar Asphalt Holdings, LLC
	Delaware
	Restricted
	100%

	NuStar Refining, LLC
	Delaware
	Restricted
	100%

	NuStar Supply & Trading LLC
	Delaware
	Restricted
	100%

	NuStar Terminals B.V.
	Netherlands
	Restricted
	100%

	NuStar Eastham Limited
	England
	Restricted
	100%

	NuStar Terminals Limited
	England
	Restricted
	100%

	NuStar Energy Services, Inc.
	Delaware
	Restricted
	100%

	NuStar Burgos, LLC
	Delaware
	Restricted
	100%

	NuStar GP, Inc.
	Delaware
	Restricted
	100%

	NuStar Holdings B.V.
	Netherlands
	Restricted
	100%

	NuStar Internacioncal, S. deR.L. de C.V.
	Mexico
	Restricted
	100%

	NuStar Logistics, L.P.
	Delaware
	Restricted - Material
	100%

	Petroburgos, S. de R.L. de C.V.
	Mexico
	Restricted
	100%

	Point Tupper Marine Services Co.
	Nova Scotia
	Restricted
	100%

	NuStar Grangemouth Limited
	England
	Restricted
	100%

	Saba Company N.V.
	Sint Eustatius
	Restricted
	100%

	Seven Seas Steamship Company (Sint Eustatius) N.V.
	Sint Eustatius
	Restricted
	100%

	Shore Terminals LLC
	Delaware
	Restricted
	100%

	NuStar Texas Holdings, Inc.
	Delaware
	Restricted
	100%

	NuStar Terminals Texas, Inc.
	Delaware
	Restricted
	100%

	NuStar Terminals Partners TX L.P.
	Delaware
	Restricted
	100%

	NuStar Terminals Antilles N.V.
	Curacao
	Restricted
	100%

	NuStar Terminals Canada Co.
	Nova Scotia
	Restricted
	100%

	NuStar Terminals Canada Holdings Co
	Nova Scotia
	Restricted
	100%

	NuStar Terminals Canada Partnership
	Nova Scotia
	Restricted
	100%





Schedule 3.12






	
				
	Subsidiary
	Jurisdiction of 
Formation
	Restricted/
Unrestricted/Material
	Ownership 
Percentage

	NuStar Terminals Corporation N.V.
	Curacao/
Netherlands
	Restricted
	100%

	NuStar Terminals Delaware, Inc.
	Delaware
	Restricted
	100%

	NuStar Caribe Terminals, Inc.
	Delaware
	Restricted
	100%

	NuStar Terminals International N.V.
	Curacao
	Restricted
	100%

	NuStar Terminals Marine Services N.V.
	Sint Eustatius
	Restricted
	100%

	NuStar Terminals New Jersey, Inc.
	Delaware
	Restricted
	100%

	NuStar Terminals N.V.
	Sint Eustatius
	Restricted
	100%

	NuStar Terminals Operations Partnership L.P.
	Delaware
	Restricted
	100%

	NuStar Terminals Services, Inc.
	Delaware
	Restricted
	100%

	ST Linden Terminal, LLC
	Delaware
	Restricted
	100%

	NuStar Finance LLC
	Delaware
	Restricted
	100%













Schedule 3.12