Exhibit 10.01
NUSTAR ENERGY L.P.
Amendment to Crude Oil Sales Agreement between PDVSA-Petróleo S.A., NuStar
Logistics, L.P. and NuStar Marketing, effective as of October 1, 2012
AMENDMENT TO CRUDE OIL SALES AGREEMENT
THIS AMENDMENT TO CRUDE OIL SALES AGREEMENT (HEREINAFTER THIS "AMENDMENT") IS
ENTERED INTO OCTOBER 0lST, 2012 BY AND BETWEEN PDVSA-PETROLEO S.A., A
CORPORATION ORGANIZED UNDER THE LAWS OF THE BOLIVARIAN REPUBLIC OF VENEZUELA
("SELLER"), REPRESENTED BY MR. SERGIO TOVAR, EXECUTIVE DIRECTOR OF SUPPLY AND
COMMERCE AND NUSTAR LOGISTICS, L.P. A DELAWARE LIMITED PARTNERSHIP (HEREIN
"LOGISTICS" or "BUYER") REPRESENTED BY MR. CURTIS ANASTASIO, ITS CHIEF EXECUTIVE
OFFICER AND NUSTAR MARKETING LLC, A DELAWARE LIMITED LIABILITY COMPANY
("MARKETING").
SELLER AND BUYER MAY SOMETIMES HEREINAFTER BE REFERRED TO INDIVIDUALLY AS A
"PARTY", AND, COLLECTIVELY, AS THE "PARTIES."
THIS AMENDMENT IS RELATED TO THE MODIFICATION OF THE ARTICLES: THREE POINT ONE
(3.1), THREE POINT TWO (3.2), FIVE POINT ONE (5.1), FIVE POINT TWO (5.2), SIX
POINT ONE (6.1), SIX POINT ONE (6.2) AND SEVEN (7), EXHIBITS: TWO (2), FOUR (4)
AND FIVE (5); AND THE INCORPORATION OF THE ARTICLE THIRTY ONE (31) RELATED TO
NON-COMPLIANCE. ALL OTHER TERMS AND CONDITIONS NOT MODIFIED HEREUNDER SHALL
REMAIN VALID AND IN ACCORDANCE TO THE CONTRACT SA134782 (REFERRED TO HEREIN AS
THE "2008 CSA").
RECITALS
WHEREAS, IN 2008 SELLER AND MARKETING ENTERED INTO THAT CERTAIN CRUDE OIL SALES
AGREEMENT DATED EFFECTIVE AS OF MARCH 01ST, 2008 (THE "2008 CSA") PROVIDING FOR
SELLER'S SALE AND DELIVERY TO MARKETING AND MARKETING'S PURCHASE FROM SELLER OF
CERTAIN VOLUMES OF CRUDE OIL;
WHEREAS, THE PARTIES AGREE TO MODIFY CERTAIN ARTICLES, TO MODIFY THE VOLUMES TO
BE PURCHASED, TO ELIMINATE THE ARTICLE CONTANING THE LIMITED MARKET ADJUSTMENT
(LMA)MECHANISM OF THE 2008 CSA, TO RELEASE PAST CLAIMS, AND TO INCORPORATE INTO
THE 2008 CSA THE ARTICLE RELATED TO NON-COMPLIANCE;
WHEREAS, ON SEPTEMBER 2012, MARKETING ASSIGNED ALL OF ITS RIGHT TITLE AND
INTEREST IN AND TO THE 2008 CSA TO "LOGISTICS";
WHEREAS THE PARTIES NOW WISH TO AMEND THE 2008 CSA IN THE MANNER SET FORTH IN
THIS AMENDMENT ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE 2008
CSA.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL REPRESENTATIONS,
WARRANTIES, COVENANTS, AGREEMENTS AND UNDERTAKINGS HEREINAFTER SET FORTH OR
REFERRED TO IN THIS AMENDMENT, THE PARTIES HEREBY AGREE AS FOLLOWS:
EFFECTIVE ON OCTOBER 01ST, 2012 (THE "EFFECTIVE DATE"), THE 2008 CSA SHALL BE
AMENDED AND RESTATED AS PROVIDED HEREIN.
3.1 ANNUAL CONTRACT QUANTITY: EXCEPT AS PERFORMANCE MAY BE EXPRESSLY EXCUSED IN
ACCORDANCE WITH THIS AGREEMENT, AS AMENDED, IN EACH CONTRACT YEAR SELLER SHALL
SELL AND DELIVER, AND BUYER SHALL PURCHASE AND LIFT, AN AGGREGATE QUANTITY OF
OIL EQUAL TO THIRTY THOUSAND (30,000) BARRELS TIMES THE NUMBER OF DAYS IN SUCH
CONTRACT YEAR, APPORTIONED BETWEEN BARRELS OF OIL OF THE BOSCAN
NOT BINDING UNTIL DULY EXECUTED AND/OR SIGNED BY THE PARTIES
PDVSA - NUSTAR LOGISTICS, L.P. 2008 CRUDE OIL SALES CONTRACT SA134782. AMENDMENT
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TYPE AND THE BCF-13 TYPE AS SET FORTH IN EXHIBIT 2 (THE "ANNUAL