5-YEAR REVOLVING CREDIT AGREEMENT
Exhibit 10.03
Execution Version
SECOND AMENDMENT
TO
dated as of
November 30, 2012
among
NUSTAR LOGISTICS, L.P.,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
and
The Lenders Party Hereto
SECOND Amendment to 5-YEAR REVOLVING Credit Agreement
THIS SECOND Amendment to 5-YEAR REVOLVING Credit Agreement (this “Second Amendment”) dated as of November 30, 2012, 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 by that certain First Amendment to 5-Year Revolving Credit Agreement dated as of June 29, 2012, 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 Second Amendment refer to Sections and Articles of the Credit Agreement.
Section 2.Amendments to Credit Agreement.
2.1 Amendment to Section 1.01. The definition of "Investment" contained in Section 1.01 is hereby amended by deleting the second sentence of such definition and replacing such sentence with the following:
In addition, a Letter of Credit issued hereunder on behalf or for the benefit of any Joint Venture Interest or any Unrestricted Subsidiary shall constitute an “Investment” in such Joint Venture Interest or such Unrestricted Subsidiary for the purposes hereof.
2.2 Amendment to Section 5.08. Section 5.08 is hereby amended by deleting the second sentence of such Section 5.08 and replacing such sentence with the following:
The Letters of Credit shall be used for general business purposes of the Borrower, its Restricted Subsidiaries and (subject to Section 6.04(g)) Joint Venture Interests and its Unrestricted Subsidiaries or for such other purposes as may be approved by the Administrative Agent.
Section 3.Conditions Precedent. This Second 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 “Second Amendment Effective Date”):
3.1 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 Second Amendment signed on behalf of such Persons.
3.2 The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request.
3.3 No Default shall have occurred and be continuing as of the Second Amendment Effective Date.
Section 4.Miscellaneous.
4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the Second Amendment Effective Date.
4.2 Ratification and Affirmation; Representations and Warranties. Each Obligor hereby: (a) acknowledges the terms of this Second 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 Second Amendment 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 Second Amendment; and (d) represents and warrants to the Lenders that as of the date hereof: (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 Second 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 Second 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 Second Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
4.5 NO ORAL AGREEMENT. THIS SECOND AMENDMENT, THE CREDIT 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.
4.6 GOVERNING LAW. THIS SECOND 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.
[SIGNATURES BEGIN NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Second 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. Blank
Name: Xxxxxx X. Blank
Title: Executive Vice President, Chief
Financial Officer and Treasurer
By: | Riverwalk Logistics, L.P., its General Partner |
By: NuStar GP, LLC, its General Partner
By: /s/ Xxxxxx X. Blank
Name: Xxxxxx X. Blank
Title: Executive Vice President, Chief
Financial Officer and Treasurer
NUSTAR PIPELINE OPERATING PARTNERSHIP L.P.
By: /s/ Xxxxxx X. Blank
Name: Xxxxxx X. Blank
Title: Executive Vice President, Chief
Financial Officer and Treasurer
JPMORGAN CHASE BANK, N.A., as a Lender, as Swingline Lender, as an Issuing Bank and as Administrative Agent
By: /s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: Vice President
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
SUNTRUST BANK, as Co-Syndication Agent, an Issuing Bank and as a Lender
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
BARCLAYS BANK PLC, as Co-Documentation Agent and as a Lender
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Director
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
MIZUHO CORPORATE BANK, LTD., as Co-Syndication Agent and as a Lender
By:
Name:
Title:
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agent, as an Issuing Bank and as a Lender
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
COMPASS BANK, as a Lender
By: /s/ Alex Mayral
Name: Alex Mayral
Title: Executive Director
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender
By: /s/ Xxxx X. Xxx
Name: Xxxx X. Xxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Director
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
XXXXXX XXXXXXX BANK, N.A., as a Lender
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ M. Xxxxx Xxxxxx
Name: M. Xxxxx Xxxxxx
Title: Vice President
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
ROYAL BANK OF CANADA, as a Lender
By: /s/ Xxx X. XxXxxxxxxxx
Name: Xxx X. XxXxxxxxxxx
Title: Authorized Signatory
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
SUMITOMO MITSUI BANKING CORPORATION,
as a Lender
By:
Name:
Title:
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Lender
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
THE ROYAL BANK OF SCOTLAND PLC,
as a Lender
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Authorized Signatory
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
UBS AG, Stamford Branch, as a Lender
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Associate Director, Banking Products Services, US
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Associate Director
Title: Associate Director, Banking Products Services, US
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
BNP PARIBAS, as a Lender
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Associate
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
BRANCH BANKING & TRUST COMPANY,
as a Lender
By:
Name:
Title:
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
CITIBANK, N.A., as a Lender
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
COMERICA BANK, as a Lender
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
XXXXXXX XXXXX BANK USA, as a Lender
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
SCOTIABANC INC., as a Lender
By: /s/ X.X. Xxxx
Name: X.X. Xxxx
Title: Managing Director
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
FROST BANK (formerly The Frost National Bank), as a Lender
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
XXXXX XXX COMMERCIAL BANK, LTD.,
NEW YORK BRANCH, as a Lender
By:
Name:
Title:
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
FIRST COMMERCIAL BANK NEW YORK BRANCH,
as a Lender
By:
Name:
Title:
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
SIGNATURE PAGE
SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT
