0001193125-11-335967 Sample Contracts

5,250,000 Common Units NUSTAR ENERGY L.P. Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • December 9th, 2011 • NuStar Energy L.P. • Pipe lines (no natural gas) • New York

This is to confirm the agreement among the Partnership, Riverwalk Logistics, L.P., a Delaware limited partnership and the general partner of the Partnership (the “General Partner”), NuStar GP, LLC, a Delaware limited liability company and the general partner of the General Partner (“NuStar GP”), and the Underwriters concerning the purchase of the Offered Units from the Partnership by the Underwriters. The Partnership, the General Partner and NuStar GP are collectively referred to herein as the “Partnership Parties.”

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