EX-10.05 2 ns2q1810-qex1005.htm EXHIBIT 10.05 Exhibit



Exhibit 10.05


NuStar Logistics L.P.
19003 IH-10 West
San Antonio, Texas 78257

NuStar Energy L.P.
19003 IH-10 West
San Antonio, Texas 78257

Attention: Thomas R. Shoaf, Executive Vice President and Chief Financial Officer

July 12, 2018
RE: Maturity Date Extension
Reference is made to (i) that certain Letter of Credit Agreement, dated as of September 3, 2014 (the “Original Agreement”), (ii) that certain Amendment No.1 to Letter of Credit Agreement and Subsidiary Guaranty Agreement dated as of November 3, 2014 (“Amendment No. 1”), (iii) that certain Maturity Date Extension Letter Amendment dated on or about August 18, 2015 (the “2015 Extension Letter”), (iv) that certain Maturity Date Extension Letter Amendment dated on or about July 15, 2016 (the “2016 Extension Letter”), and (v) that certain Maturity Date Extension Letter Amendment dated July 13, 2017 (the “2017 Extension Letter”, and together with the Original Agreement, Amendment No. 1, the 2015 Extension Letter, the 2016 Extension Letter, and as further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) by and among NUSTAR LOGISTICS, L.P. and NUSTAR ENERGY L.P., both Delaware limited partnerships (together the “NuStar Parties”), the Lenders, and MUFG BANK, LTD. (formerly known as The Bank of Tokyo Mitsubishi UFJ, Ltd.), as Issuing Bank and Administrative Agent. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement.

Whereas the Agreement was intended to expire as of September 2, 2017, and whereas the Lenders, the NuStar Parties and the Administrative Agent mutually wish to extend the expiry of the Agreement until September 2, 2019, now therefore, for good and reasonable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as that the term “Maturity Date” as set forth in the Agreement is hereby amended to read “September 2, 2019” and Schedule 3.12 to the Agreement is hereby deleted in its entirety and replaced with Schedule 3.12 attached hereto.




No other provision of the Agreement is amended by this letter. The NuStar Parties hereby confirm that the Agreement remains in full force and effect as amended hereby, and that all obligations of such NuStar parties set forth therein are ratified and reconfirmed. The execution, delivery and effectiveness of this letter shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Agreement or any of the Loan Documents, nor constitute a waiver of any provision of the Agreement or any of the Loan Documents. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

Regards,
MUFG BANK, LTD.,
as Administrative Agent
By:
/s/ Kevin Sparks
Name:
Kevin Sparks
Title:
Director





ACKNOWLEDGED AND AGREED:
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

GUARANTOR:

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








ACKNOWLEDGED AND AGREED:
SUMITOMO MITSUI BANKING
CORPORATION, as Lender
By:
/s/ Katsuyuki Kubo
Name:
Katsuyuki Kubo
Title:
Managing Director

MUFG BANK, LTD.,
as Issuing Bank and a Lender
By:
/s/ Kevin Sparks
Name:
Kevin Sparks
Title:
Director










SCHEDULE 3.12
Subsidiaries

Subsidiary
Jurisdiction of Organization
Restricted/
Unrestricted/Material
Ownership Percentage
Bicen Development Corporation N.V.
Netherlands
Restricted
100%
Cooperatie NuStar Holdings U.A.
Netherlands
Restricted
100%
LegacyStar Services, LLC
Delaware
Restricted
100%
Marshall Merger Sub LLC
Delaware
Restricted
100%
NS Security Services, LLC
Delaware
Restricted
100%
NuStar Burgos, LLC
Delaware
Restricted
100%
NuStar Caribe Terminals, Inc.
Delaware
Restricted
100%
NuStar Eastham Limited
England
Restricted
100%
NuStar Energy Services, Inc.
Delaware
Restricted
100%
NuStar Finance LLC
Delaware
Restricted
100%
NuStar GP, Inc.
Delaware
Restricted
100%
NuStar Grangemouth Limited
Scotland
Restricted
100%
NuStar Holdings B.V.
Netherlands
Restricted
100%
NuStar Internacional, S de R.L. de C.V.
Mexico
Restricted
100%
NuStar Logistics, L.P.
Delaware
Restricted - Material
100%
NuStar Permian Crude Logistics, LLC
Delaware
Restricted
100%
NuStar Permian Holdings, LLC
Delaware
Restricted
100%
NuStar Permian Transportation and Storage, LLC
Delaware
Restricted - Material
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%
NuStar Refining, LLC
Delaware
Restricted
100%
NuStar Services Company LLC
Delaware
Restricted
100%
NuStar Supply & Trading LLC
Delaware
Restricted
100%
NuStar Terminals Antilles N.V.
Curacao
Restricted
100%
NuStar Terminals B.V.
Netherlands
Restricted
100%
NuStar Terminals Canada Co.
Canada
Restricted
100%
NuStar Terminals Canada Holdings Co.
Canada
Restricted
100%
NuStar Terminals Canada Partnership
Canada
Restricted
100%
NuStar Terminals Corporation N.V.
Curacao
Restricted
100%





Subsidiary
Jurisdiction of Organization
Restricted/
Unrestricted/Material
Ownership Percentage
NuStar Terminals Delaware, Inc.
Delaware
Restricted
100%
NuStar Terminals International N.V.
Curacao
Restricted
100%
NuStar Terminals Limited
England
Restricted
100%
NuStar Terminals Marine Services N.V.
Netherlands
Restricted
100%
NuStar Terminals New Jersey, Inc.
Delaware
Restricted
100%
NuStar Terminals N.V.
Netherlands
Restricted - Material
100%
NuStar Terminals Operations Partnership L.P.
Delaware
Restricted
100%
NuStar Terminals Partners TX L.P.
Delaware
Restricted
100%
NuStar Terminals Services, Inc.
Delaware
Restricted
100%
NuStar Terminals Texas, Inc.
Delaware
Restricted
100%
NuStar Texas Holdings, Inc.
Delaware
Restricted
100%
Petroburgos, S. de R.L. de C.V.
Mexico
Restricted
100%
Point Tupper Marine Services Co.
Canada
Restricted
100%
Saba Company N.V.
Netherlands
Restricted
100%
Seven Seas Steamship Company (Sint
Eustatius) N.V.
Netherlands
Restricted
100%
Shore Terminals LLC
Delaware
Restricted
100%
ST Linden Terminal, LLC
Delaware
Restricted
100%
Star Creek Ranch, LLC
Delaware
Restricted
100%