AGREEMENT AND PLAN OF MERGER by and among NUSTAR ENERGY L.P. RIVERWALK LOGISTICS, L.P. NUSTAR GP, LLC MARSHALL MERGER SUB LLC RIVERWALK HOLDINGS, LLC and NUSTAR GP HOLDINGS, LLC Dated as of February 7, 2018Merger Agreement • February 8th, 2018 • NuStar Energy L.P. • Pipe lines (no natural gas) • Delaware
THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NUSTAR ENERGY L.P. (the “Partnership”) dated as of , 2018 and effective as of the Effective Time (as defined herein), is entered into by and among Riverwalk Logistics, L.P., a Delaware limited partnership, as the General Partner, and the Limited Partners (as defined herein) as of the date hereof, together with any other Persons (as defined herein) who become Partners (as defined herein) in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
SUPPORT AGREEMENT by and among NuStar Energy L.P. Marshall Merger Sub LLC WLG Holdings, LLC William E. Greehey and Solely for purposes of Section 2.3, NuStar GP Holdings, LLC Dated as of February 7, 2018Support Agreement • February 8th, 2018 • NuStar Energy L.P. • Pipe lines (no natural gas) • Delaware
This SUPPORT AGREEMENT, dated as of February 7, 2018 (this “Agreement”), is entered into by and among NuStar Energy L.P., a Delaware limited partnership (the “Partnership”), Marshall Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Merger Sub”), WLG Holdings, LLC, a Texas limited liability company (“WLG Holdings”), William E. Greehey (“Mr. Greehey” and together with WLG Holdings, the “Unitholders” and each a “Unitholder”), and, solely for purposes of Section 2.3, NuStar GP Holdings, LLC, a Delaware limited liability company (“NSH”).
