0001193125-08-109325 Sample Contracts

Amendment No. 1 to Rights Agreement of NuStar GP Holdings, LLC (f/k/a Valero GP Holdings, LLC)
Rights Agreement • May 9th, 2008 • NuStar GP Holdings, LLC • Pipe lines (no natural gas) • Delaware

This Amendment No. 1 (this “Amendment”), to the Rights Agreement (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 Investor Services, LLC (the “Rights Agent”), is entered into effective as of February 28, 2008, 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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SERVICES AGREEMENT
Services Agreement • May 9th, 2008 • NuStar GP Holdings, LLC • Pipe lines (no natural gas) • Texas

This Services Agreement (this “Agreement”), effective as of January 1, 2008 (the “Effective Date”), is entered into by and between NUSTAR ENERGY L.P., a Delaware limited partnership (“NuStar Energy”) and NUSTAR GP, LLC, a Delaware limited liability company (“GP, LLC”) and a wholly owned subsidiary of NuStar GP Holdings, LLC, a Delaware limited liability company (“Holdings”).

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