Exhibit 10.1
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to the Asset Purchase Agreement (this "AMENDMENT")
is dated as of the 31st day of October, 2008, by and between NUSTAR TERMINALS
OPERATIONS PARTNERSHIP, LP, a Delaware limited partnership, with offices at 0000
Xxxxx Xxxx 0000 Xxxx, Xxx Xxxxxxx, Xxxxx 00000 ("SELLER") and BLACKWATER NEW
ORLEANS, LLC, a Louisiana limited liability company, with offices at 0000
Xxxxxxx 00, Xxxxxxxxx, Xxxxxxxxx 00000 ("PURCHASER").
WHEREAS, Seller and Purchaser entered into that certain Asset Purchase
Agreement dated as of September 25, 2008 (the "PURCHASE AGREEMENT") pursuant to
which the parties agreed to close the transactions contemplated by the Purchase
Agreement on October 31, 2008;
WHEREAS, Seller and Purchaser desire to amend, modify and supplement
the Purchase Agreement to extend the closing to December 1, 2008; and
WHEREAS, all capitalized terms used but not defined herein shall have
their respective meanings set forth in the Purchase Agreement.
NOW, THEREFORE, Seller and Purchaser agree as follows:
1. AMENDMENT.
(a) SECTION 4.1 of the Purchase Agreement is hereby amended to
extend the Closing Date to December 1, 2008. Each reference in the Purchaser
Agreement to "October 31, 2008" or the "Closing Date" shall be construed
hereafter to mean and be a reference to December 1, 2008.
2. MISCELLANEOUS.
(a) Except as expressly set forth herein, the Purchase
Agreement shall remain in full force and effect and is hereby in all respects
ratified and confirmed.
(b) The Purchase Agreement, as amended by this Amendment, sets
forth the entire understanding of Seller and Purchaser with respect to the
subject matter thereof and hereof.
(c) This Amendment shall be governed by and construed under
the laws of the State of Texas applicable to agreements made and to be performed
entirely within the State of Texas, without giving effect to any of its
principles of conflicts of laws which would require the application of the laws
of another jurisdiction.
(d) This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which shall
constitute one and the same document.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed as of the date first set forth above.
SELLER:
NUSTAR TERMINALS OPERATIONS PARTNERSHIP L.P.,
a Delaware limited partnership
By: /s/ Winson Low
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WINSON LOW, VICE PRESIDENT
PURCHASER:
BLACKWATER NEW ORLEANS, L.L.C., A
Louisiana limited liability company
By: Blackwater Midstream Corp., its Manager
By: /s/ Xxxx X. Xxxxxxxxxx
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XXXX X. XXXXXXXXXX, CHIEF OPERATING OFFICER
