NS 2012 EX10.03














Exhibit 10.03


Execution Version
    




SECOND AMENDMENT
TO
5-YEAR REVOLVING CREDIT AGREEMENT
dated as of
November 30, 2012
among


NUSTAR LOGISTICS, L.P.,
NUSTAR ENERGY L.P.,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
and
The Lenders Party Hereto




    



































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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 












SECOND Amendment to 5-YEAR REVOLVING Credit Agreement


THIS SECOND Amendment to 5-YEAR REVOLVING Credit Agreement (this “Second Amendment”) dated as of November 30, 2012, 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 5-Year Revolving Credit Agreement dated as of May 2, 2012 (as amended by that certain First Amendment to 5-Year Revolving Credit Agreement dated as of June 29, 2012, 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 Subsidiary Guaranty Agreement dated as of May 2, 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 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 and Articles in this Second Amendment refer to Sections and Articles of the Credit Agreement.


Section 2.Amendments to Credit Agreement.


2.1  Amendment to Section 1.01.  The definition of "Investment" contained in Section 1.01 is hereby amended by deleting the second sentence of such definition and replacing such sentence with the following:


In addition, a Letter of Credit issued hereunder on behalf or for the benefit of any Joint Venture Interest or any Unrestricted Subsidiary shall constitute an “Investment” in such Joint Venture Interest or such Unrestricted Subsidiary for the purposes hereof.


2.2  Amendment to Section 5.08.  Section 5.08 is hereby amended by deleting the second sentence of such Section 5.08 and replacing such sentence with the following:



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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








The Letters of Credit shall be used for general business purposes of the Borrower, its Restricted Subsidiaries and (subject to Section 6.04(g)) Joint Venture Interests and its Unrestricted Subsidiaries or for such other purposes as may be approved by the Administrative Agent.
Section 3.Conditions Precedent.  This Second 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 Credit Agreement) (the “Second 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 Second Amendment signed on behalf of such Persons.


3.2 The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request.


3.3  No Default shall have occurred and be continuing as of the Second Amendment Effective Date.


Section 4.Miscellaneous.


4.1  Confirmation.  The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the Second Amendment Effective Date.


4.2  Ratification and Affirmation; Representations and Warranties.  Each Obligor hereby: (a) acknowledges the terms of this Second 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 Second 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 Second Amendment; and (d) represents and warrants to the Lenders that as of the date hereof: (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 Second 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 Second 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 Second Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 










4.5  NO ORAL AGREEMENT.  THIS SECOND 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 SECOND 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.  


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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 










IN WITNESS WHEREOF, the parties hereto have caused this Second 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/ Steven A. Blank            
Name:    Steven A. Blank
Title:     Executive Vice President, Chief
Financial Officer and Treasurer




NUSTAR ENERGY L.P.


		
	By:
	Riverwalk Logistics, L.P., its General Partner




By:    NuStar GP, LLC, its General Partner




By:    /s/ Steven A. Blank            
Name:    Steven A. Blank
Title:     Executive Vice President, Chief
Financial Officer and Treasurer




NUSTAR PIPELINE OPERATING PARTNERSHIP L.P.




By:    /s/ Steven A. Blank            
Name:    Steven A. Blank
Title:     Executive Vice President, Chief
Financial Officer and Treasurer











































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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








JPMORGAN CHASE BANK, N.A., as a Lender, as Swingline Lender, as an Issuing Bank and as Administrative Agent




By:           /s/ Muhammad Hasan            
Name:  Muhammad Hasan            
Title:    Vice President                







































































































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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








SUNTRUST BANK, as Co-Syndication Agent, an Issuing Bank and as a Lender




By:           /s/ Carmen Malizia            
Name:      Carmen Malizia        
Title:        Vice President    

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








BARCLAYS BANK PLC, as Co-Documentation Agent and as a Lender




By:           /s/ Ronnie Glenn            
Name:      Ronnie Glenn                
Title:        Director                

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MIZUHO CORPORATE BANK, LTD., as Co-Syndication Agent and as a Lender




By:                               
Name:                          
Title:                            

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as Co-Documentation Agent, as an Issuing Bank and as a Lender




By:           /s/ Courtney Kubesch            
Name:      Courtney Kubesch            
Title:        Vice President                

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








COMPASS BANK, as a Lender




By:           /s/ Alex Mayral                
Name:  Alex Mayral                
Title:        Executive Director            

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








DEUTSCHE BANK AG NEW YORK BRANCH, 
as a Lender




By:           /s/ Ming K. Chu                
Name:      Ming K. Chu                
Title:        Vice President                




By:           /s/ Yvonne Tilden            
Name:      Yvonne     Tilden                
Title:        Director                

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MORGAN STANLEY BANK, N.A., as a Lender




By:           /s/ Dmitriy Barskiy            
Name:      Dmitriy Barskiy     
Title:        Authorized Signatory            

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PNC BANK, NATIONAL ASSOCIATION, as a Lender




By:           /s/ M. Colin Warman            
Name:      M. Colin Warman    
Title:        Vice President        

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ROYAL BANK OF CANADA, as a Lender




By:           /s/ Don J. McKinnerney            
Name:      Don J. McKinnerney    
Title:        Authorized Signatory            

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SUMITOMO MITSUI BANKING CORPORATION, 
as a Lender




By:                               
Name:                          
Title:                            

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 
as a Lender




By:           /s/ Paul Farrell                
Name:      Paul Farrell    
Title:        Director                

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








THE ROYAL BANK OF SCOTLAND PLC, 
as a Lender




By:           /s/ Todd Vaubel                
Name:      Todd Vaubel                
Title:        Authorized Signatory            

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








U.S. BANK NATIONAL ASSOCIATION, as a Lender




By:           /s/ John Prigge                
Name:      John Prigge                
Title:        Vice President                

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 












UBS AG, Stamford Branch, as a Lender




By:           /s/ Irja R. Otsa                
Name:      Irja R. Otsa                
Title:        Associate Director, Banking Products Services, US


By:           /s/ Joselin Fernandez            
Name:      Associate Director            
Title:        Associate Director, Banking Products Services, US

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








BNP PARIBAS, as a Lender




By:           /s/ Joe Onischuk            
Name:      Joe Onischuk                
Title:        Managing Director            


By:           /s/ David Reynolds            
Name:      David Reynolds                
Title:        Vice President                

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender




By:           /s/ Alain Daoust                
Name:      Alain Daoust                
Title:        Director                


By:           /s/ Rahul Parmar            
Name:      Rahul Parmar                
Title:        Associate                

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BRANCH BANKING & TRUST COMPANY, 
as a Lender




By:                               
Name:                          
Title:                            

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CITIBANK, N.A., as a Lender




By:           /s/ Todd J. Mogil            
Name:      Todd J. Mogil                
Title:        Vice President                

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








COMERICA BANK, as a Lender




By:           /s/ Joey Powell                
Name:      Joey Powell                
Title:        Vice President                

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GOLDMAN SACHS BANK USA, as a Lender




By:           /s/ Michelle Latzoni            
Name:      Michelle Latzoni            
Title:        Authorized Signatory            

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SCOTIABANC INC., as a Lender




By:           /s/ J.F. Todd                
Name:      J.F. Todd                
Title:        Managing Director            

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 








FROST BANK (formerly The Frost National Bank), as a Lender




By:           /s/ Sarah Cernosek            
Name:  Sarah Cernosek                
Title:        Vice President                

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CHANG HWA COMMERCIAL BANK, LTD., 
NEW YORK BRANCH, as a Lender




By:                               
Name:                          
Title:                            

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FIRST COMMERCIAL BANK NEW YORK BRANCH, 
as a Lender




By:                               
Name:                          
Title:                            

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT