LETTER OF CREDIT AGREEMENT
Exhibit 10.2
SEVENTH AMENDMENT
TO
dated as of
April 30, 2015
among
NUSTAR LOGISTICS, L.P.,
The Lenders Party Hereto
and
MIZUHO BANK, LTD.,
as Issuing Bank and Administrative Agent
SEVENTH AMENDMENT TO LETTER OF CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO LETTER OF CREDIT AGREEMENT (this “Seventh Amendment”) dated as of April 30, 2015, 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.
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 Reimbursement Agreement. Unless otherwise indicated, all references to Sections and Articles in this Seventh 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, 2016.”
2.2 Amendment to Section 2.03(a). Section 2.03(a) of the Reimbursement Agreement is hereby amended to delete the percentage “1.25%” where it appears in clause (i), and to replace it with “1.15%”.
2.3 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 Seventh 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 Seventh 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 Seventh 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 Seventh Amendment.
Section 4. Miscellaneous.
4.1 Confirmation. The provisions of the Reimbursement Agreement, as amended by this Seventh Amendment, shall remain in full force and effect following the effectiveness of this Seventh Amendment.
4.2 Ratification and Affirmation; Representations and Warranties. Each Obligor hereby: (a) acknowledges the terms of this Seventh 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 Seventh 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 Seventh 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 Seventh 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 Seventh 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 Seventh Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
4.5 NO ORAL AGREEMENT. THIS SEVENTH 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 SEVENTH 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 Seventh 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/ Xxxxx 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/ Xxxxx 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/ Xxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Chief
Financial Officer
SIGNATURE PAGE TO SEVENTH 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/ Xxxx Mo
Name: Xxxx Mo
Title: Authorized Signatory
Title: Authorized Signatory
SIGNATURE PAGE TO SEVENTH AMENDMENT TO LETTER OF CREDIT AGREEMENT
SCHEDULE 3.12
Subsidiaries
Subsidiary | Jurisdiction of Formation | Restricted/ Unrestricted/Material | Ownership Percentage |
Bicen Development Corporation N.V. | Sint Eustatius | Restricted | 100% |
Cooperatie NuStar Holdings U.A. | Netherlands | Restricted | 100% |
Diamond K Limited | Bermuda | Restricted | 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% |
LegacyStarServices, LLC | Delaware | Restricted | 100% |
NS Security Services, LLC | Delaware | Restricted | 100% |
NuStar Asphalt Chickasaw, LLC | Texas | Restricted | 100% |
NuStar Asphalt Holdings, Inc. | Delaware | Restricted | 100% |
NuStar Asphalt Holdings, LLC | Delaware | Restricted | 100% |
NuStar Refining, LLC | Delaware | Restricted | 100% |
NuStar Supply & Trading LLC | Delaware | Restricted | 100% |
NuStar Terminals B.V. | Netherlands | Restricted | 100% |
NuStar Eastham Limited | England | Restricted | 100% |
NuStar Terminals Limited | England | Restricted | 100% |
NuStar Energy Services, Inc. | Delaware | Restricted | 100% |
NuStar Xxxxxx, LLC | Delaware | Restricted | 100% |
NuStar GP, Inc. | Delaware | Restricted | 100% |
NuStar Holdings B.V. | Netherlands | Restricted | 100% |
NuStar Internacioncal, S. deR.L. de C.V. | Mexico | Restricted | 100% |
NuStar Logistics, L.P. | Delaware | Restricted - Material | 100% |
Petroburgos, S. de X.X. de C.V. | Mexico | Restricted | 100% |
Point Xxxxxx Marine Services Co. | Nova Scotia | Restricted | 100% |
NuStar Grangemouth Limited | England | Restricted | 100% |
Saba Company N.V. | Sint Eustatius | Restricted | 100% |
Seven Seas Steamship Company (Sint Eustatius) N.V. | Sint Eustatius | Restricted | 100% |
Shore Terminals LLC | Delaware | Restricted | 100% |
NuStar Texas Holdings, Inc. | Delaware | Restricted | 100% |
NuStar Terminals Texas, Inc. | Delaware | Restricted | 100% |
NuStar Terminals Partners TX L.P. | Delaware | Restricted | 100% |
NuStar Terminals Antilles N.V. | Curacao | Restricted | 100% |
NuStar Terminals Canada Co. | Nova Scotia | Restricted | 100% |
NuStar Terminals Canada Holdings Co | Nova Scotia | Restricted | 100% |
NuStar Terminals Canada Partnership | Nova Scotia | Restricted | 100% |
Schedule 3.12
Subsidiary | Jurisdiction of Formation | Restricted/ Unrestricted/Material | Ownership Percentage |
NuStar Terminals Corporation N.V. | Curacao/ Netherlands | Restricted | 100% |
NuStar Terminals Delaware, Inc. | Delaware | Restricted | 100% |
NuStar Caribe Terminals, Inc. | Delaware | Restricted | 100% |
NuStar Terminals International N.V. | Curacao | Restricted | 100% |
NuStar Terminals Marine Services N.V. | Sint Eustatius | Restricted | 100% |
NuStar Terminals New Jersey, Inc. | Delaware | Restricted | 100% |
NuStar Terminals N.V. | Sint Eustatius | Restricted | 100% |
NuStar Terminals Operations Partnership L.P. | Delaware | Restricted | 100% |
NuStar Terminals Services, Inc. | Delaware | Restricted | 100% |
ST Linden Terminal, LLC | Delaware | Restricted | 100% |
NuStar Finance LLC | Delaware | Restricted | 100% |
Schedule 3.12
