EIGHTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT

Exhibit 10.3

EXECUTION VERSION

EIGHTH AMENDMENT TO THE

RECEIVABLES FINANCING AGREEMENT

This EIGHTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of May 3, 2024, is entered into by and among NUSTAR FINANCE LLC, as Borrower (the “Borrower”), NUSTAR ENERGY L.P., as initial Servicer (the “Servicer”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Lender, PNC, as a Group Agent, and PNC, as Administrative Agent (in such capacity, the “Administrative Agent”).

Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables Financing Agreement described below.

BACKGROUND

A. The parties hereto have entered into a Receivables Financing Agreement, dated as of June 15, 2015 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables Financing Agreement”).

B. Concurrently herewith, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco LP, a Delaware limited partnership (the “New Parent”), is acquiring, by way of merger, NuStar, with NuStar surviving the merger as a subsidiary of the New Parent, pursuant to the terms of that Agreement and Plan of Merger, dated as of January 22, 2024 (together with the schedules and exhibits thereto) among the New Parent, Saturn Merger Sub, LLC, NuStar, NuStar GP, LLC, Riverwalk Logistics, L.P. and Sunoco GP LLC, a Delaware limited liability company (such transaction, the “Eighth Amendment Date Acquisition”).

C. Concurrently herewith, the New Parent, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent, are entering into that certain Third Amended and Restated Credit Agreement (the “Restated Sunoco Credit Agreement”).

D. Concurrently herewith, the Borrower, as buyer, the Servicer and the Originators party thereto are entering into that certain Third Amendment to the Purchase and Sale Agreement, dated as of the date hereof (the “PSA Amendment”).

E. The parties hereto desire to amend the Receivables Financing Agreement as set forth herein.

NOW, THEREFORE, with the intention of being legally bound hereby, and in consideration of the mutual undertakings expressed herein, each party to this Amendment hereby agrees as follows:

SECTION 1. Amendments to the Receivables Financing Agreement. The Receivables Financing Agreement is hereby amended to incorporate the changes on the marked pages to the Receivables Financing Agreement attached hereto as Exhibit A.

1

SECTION 2. Representations and Warranties of the Borrower and Servicer. The Borrower and the Servicer hereby represent and warrant to each of the parties hereto as of the date hereof as follows:

(a) Representations and Warranties. The representations and warranties made by it in the Receivables Financing Agreement and each of the other Transaction Documents to which it is a party are true and correct in all material respects as of the date hereof unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date.

(b) Enforceability. The execution and delivery by it of this Amendment, and the performance of its obligations under this Amendment, the Receivables Financing Agreement (as amended hereby) and the other Transaction Documents to which it is a party are within its organizational powers and have been duly authorized by all necessary action on its part, and this Amendment, the Receivables Financing Agreement (as amended hereby) and the other Transaction Documents to which it is a party are (assuming due authorization and execution by the other parties thereto) its valid and legally binding obligations, enforceable in accordance with its terms, except (x) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws from time to time in effect relating to creditors’ rights, and (y) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in law or equity.

(c) No Event of Default. No Event of Default or Unmatured Event of Default has occurred and is continuing, or would occur as a result of this Amendment or the transactions contemplated hereby.

SECTION 3. Effect of Amendment; Ratification. All provisions of the Receivables Financing Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Receivables Financing Agreement (or in any other Transaction Document) to “this Receivables Financing Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Receivables Financing Agreement shall be deemed to be references to the Receivables Financing Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Financing Agreement other than as set forth herein. The Receivables Financing Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects.

SECTION 4. Effectiveness. The effective time (the “Effective Time”) of this Amendment shall be such time on the date hereof that all of the following conditions precedent are satisfied:

(a) receipt by the Administrative Agent of counterparts of this Amendment duly executed by each of the parties hereto;

(b) receipt by the Administrative Agent of counterparts of the PSA Amendment duly executed by each of the parties thereto;

2

(c) the Administrative Agent having received each of the other certificates, information and other documents listed on the closing memorandum attached as Exhibit B hereto;

(d) the Aggregate Capital shall be zero;

(e) the Administrative Agent shall have received confirmation that all outstanding Fees, Attorney Costs and any other costs or expenses owed by the Borrower or Servicer under the Transaction Documents have been paid in full;

(f) substantially concurrently herewith, the Eighth Amendment Date Acquisition shall have been consummated; and

(g) substantially concurrently herewith, the Restated Sunoco Credit Agreement shall have become effective in accordance with the terms of Section 4.01 thereof.

SECTION 5. Severability. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 6. Transaction Document. This Amendment shall be a Transaction Document for purposes of the Receivables Financing Agreement.

SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or e-mail transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 8. GOVERNING LAW AND JURISDICTION.

(a) THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

(b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE

3

MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

SECTION 9. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Receivables Financing Agreement or any provision hereof or thereof.

SECTION 10. Consents. Concurrently with the satisfaction of the conditions set forth in Section 4 above, the Administrative Agent and each Lender hereby consent to the consummation of the Eighth Amendment Date Acquisition (and any related corporate restructuring transactions in connection therewith).

[SIGNATURE PAGES FOLLOW]

4

IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.

NUSTAR FINANCE LLC
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Executive Vice President and Chief Financial Officer
NUSTAR ENERGY L.P., as the Servicer
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

S-1

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		Senior Vice President
PNC BANK, NATIONAL ASSOCIATION, as Group Agent for the PNC Group
By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		Senior Vice President
PNC BANK, NATIONAL ASSOCIATION, as a Committed Lender
By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		Senior Vice President
PNC CAPITAL MARKETS LLC, as Structuring Agent
By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		Managing Director

S-2

EXHIBIT A

[Receivables Financing Agreement]

[On file with the Administrative Agent]

A-1

EXHIBIT B

[Closing Memorandum]

[On file with the Administrative Agent]

B-1