LETTER OF CREDIT AGREEMENT
Exhibit 10.03
NINTH AMENDMENT
TO
dated as of
April 17, 2017
among
NUSTAR LOGISTICS, L.P.,
The Lenders Party Hereto
and
MIZUHO BANK, LTD.,
as Issuing Bank and Administrative Agent
NINTH AMENDMENT TO LETTER OF CREDIT AGREEMENT
THIS NINTH AMENDMENT TO LETTER OF CREDIT AGREEMENT (this “Ninth Amendment”) dated as of April 17, 2017, 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.
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 Ninth 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, 2018.”
2.2 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 Ninth 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 Ninth 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 Ninth 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 Ninth Amendment.
Section 4. Miscellaneous.
4.1 Confirmation. The provisions of the Reimbursement Agreement, as amended by this Ninth Amendment, shall remain in full force and effect following the effectiveness of this Ninth Amendment.
4.2 Ratification and Affirmation; Representations and Warranties. Each Obligor hereby: (a) acknowledges the terms of this Ninth 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 Ninth 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 Ninth 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 Ninth 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 Ninth 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 Ninth Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
4.5 NO ORAL AGREEMENT. THIS NINTH 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.
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4.6 GOVERNING LAW. THIS NINTH 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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IN WITNESS WHEREOF, the parties hereto have caused this Ninth 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/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Chief Financial Officer
By: | Riverwalk Logistics, L.P., its General Partner |
By: NuStar GP, LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Chief Financial Officer
NUSTAR PIPELINE OPERATING PARTNERSHIP L.P.
By: NuStar Pipeline Company, LLC, its General Partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Chief Financial Officer
SIGNATURE PAGE TO NINTH 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/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Authorized Signatory
Title: Authorized Signatory
SIGNATURE PAGE TO NINTH AMENDMENT TO LETTER OF CREDIT AGREEMENT
SCHEDULE 3.12
Subsidiaries
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% |
NS Security Services, LLC | Delaware | Restricted | 100% |
NuStar Xxxxxx, 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 | England | Restricted | 100% |
NuStar Holdings B.V. | Netherlands | Restricted | 100% |
NuStar Internacional, S de X.X. de C.V. | Mexico | Restricted | 100% |
NuStar Logistics, L.P. | 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% |
XxXxxx Xxxxxxxxx Xxxxxx Xx. | Xxxxxx | Restricted | 100% |
XxXxxx Xxxxxxxxx Xxxxxx Xxxxxxxx Xx. | Xxxxxx | Restricted | 100% |
NuStar Terminals Canada Partnership | Canada | Restricted | 100% |
NuStar Terminals Corporation N.V. | Curacao | Restricted | 100% |
NuStar Terminals Delaware, Inc. | Delaware | Restricted | 100% |
Schedule 3.12 – Page 1
Subsidiary | Jurisdiction of Organization | Restricted/ Unrestricted/Material | Ownership Percentage |
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 X.X. de C.V. | Mexico | Restricted | 100% |
Point Xxxxxx 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% |
Schedule 3.12 – Page 2
