NS 2012 EX10.04






10.04


Execution Version






    
THIRD AMENDMENT
TO
5-YEAR REVOLVING CREDIT AGREEMENT
dated as of
January 11, 2013
among


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




    

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






Third Amendment to 5-YEAR REVOLVING Credit Agreement


THIS Third Amendment to 5-YEAR REVOLVING Credit Agreement (this “Third Amendment”) dated as of January 11, 2013, 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, 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 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 Third Amendment refer to Sections and Articles of the Credit Agreement.


Section 2.Amendment to Credit Agreement.


2.1  Amendment to Section 6.08.  Section 6.08 is hereby amended and restated in its entirety to read as follows:


Section 6.08    Restrictive Agreements.  It will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of it or any of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the MLP or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law, by this Agreement or by the UK Credit Agreement, (ii) clause (b) of the foregoing shall not apply to restrictions and conditions imposed by any Hybrid Equity Securities that by their terms are expressly subordinated in right of payment to any MLP Obligations during any period in which the issuer thereof has elected 

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






to defer interest thereon in accordance with the terms of such Hybrid Equity Securities, provided that in no event shall any such agreement or arrangement prohibit or restrict or impose any condition upon the ability of (A) any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests directly owned by the MLP, the Borrower or any of their respective Wholly-Owned Subsidiaries, (B) any Restricted Subsidiary to make or repay loans or advances to the MLP, the Borrower or any of their respective Wholly-Owned Subsidiaries or (C) the Borrower or any Guarantor from making any payments of principal, interest or other amounts owing hereunder or under any other Loan Document (including the MLP Obligations) or guaranteeing any of the MLP Obligations, (iii) the foregoing shall not apply to restrictions and conditions (x) existing on the date of this Agreement identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition so as to cause such restriction or condition to be more restrictive than the restriction or condition in existence on the date of this Agreement) or (y) arising or agreed to after the date of this Agreement; provided that such restrictions or conditions are not more restrictive than the restrictions and conditions existing on the date of this Agreement, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale; provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (vi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.


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 of the Credit Agreement) (the “Effective Date”):


3.1  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 Effective Date.


3.2  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.


3.3  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 Third Amendment.


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.

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT








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 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.


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 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 DOCMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENE 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.


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SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT








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/ 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

SIGNATURE PAGE TO THIRD 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                

SIGNATURE PAGE TO THIRD 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                

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






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




By:           /s/ Vanessa Kurbatskiy            
Name:      Vanessa Kurbatskiy            
Title:        Vice President                

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






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




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

SIGNATURE PAGE TO THIRD 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/ Larry Robinson            
Name:      Larry Robinson                
Title:        Director                

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






COMPASS BANK, as a Lender




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

SIGNATURE PAGE TO THIRD 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/ Heidi Sandquist            
Name:      Heidi Sandquist                
Title:        Director                

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






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




By:           /s/ William Jones            
Name:      William Jones                
Title:        Authorized Signatory    



SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






        
PNC BANK, NATIONAL ASSOCIATION, as a Lender




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

SIGNATURE PAGE TO THIRD AMENDMENT TO 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 5-YEAR REVOLVING CREDIT AGREEMENT






SUMITOMO MITSUI BANKING CORPORATION, 
as a Lender




By:           /s/ Shuji Yabe                
Name:      Shuji Yabe                
Title:        Managing Director            

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






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




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

SIGNATURE PAGE TO THIRD 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            

SIGNATURE PAGE TO THIRD 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                

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






UBS AG, Stamford Branch, as a Lender




By:           /s/ Lana Gifas                
Name:      Lana Gifas                
Title:        Director                


By:           /s/ Joselin Fernandez            
Name:      Joselin Fernandez            
Title:        Associate Director            

SIGNATURE PAGE TO THIRD 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                

SIGNATURE PAGE TO THIRD 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:           Patrick L. Freytag            
Name:      Patrick L. Freytag            
Title:        Associate                

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






BRANCH BANKING & TRUST COMPANY, 
as a Lender




By:                               
Name:                          
Title:                            

SIGNATURE PAGE TO THIRD AMENDMENT TO 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 5-YEAR REVOLVING CREDIT AGREEMENT






COMERICA BANK, as a Lender




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

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






GOLDMAN SACHS BANK USA, as a Lender




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

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






SCOTIABANC INC., as a Lender




By:           /s/ K. Zhou                
Name:      K. Zhou                
Title:        Director                

SIGNATURE PAGE TO THIRD 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                

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






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




By:           /s/ Eric Y.S. Tsai            
Name:      Eric Y.S. Tsai                
Title:        Vice President & General Manager    

SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT






FIRST COMMERCIAL BANK NEW YORK BRANCH, 
as a Lender




By:                               
Name:                          
Title:                            



SIGNATURE PAGE TO THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT