0001104659-12-071977 Sample Contracts

Amendment No. 2 to Rights Agreement of NuStar GP Holdings, LLC (f/k/a Valero GP Holdings, LLC)
Rights Agreement • October 29th, 2012 • NuStar GP Holdings, LLC • Pipe lines (no natural gas) • Delaware

This Amendment No. 2 (this “Amendment”), to the Rights Agreement, dated as of July 19, 2006, between NuStar GP Holdings, LLC (f/k/a Valero GP Holdings, LLC), a Delaware limited liability company (the “Company”), and Computershare Trust Company, N.A., successor rights agent to Computershare Investor Services, LLC (the “Rights Agent”), as amended by that certain Amendment No. 1 to the Rights Agreement entered into effective as of February 28, 2008 (as so amended, the “Rights Agreement”) is entered into effective as of October 23, 2012 by and between the Company and the Rights Agent. Capitalized terms used but not defined herein are used as defined in the Rights Agreement.

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