EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NUSTAR ENERGY L.P.NuStar Energy L.P. • July 20th, 2018 • Pipe lines (no natural gas) • Delaware
THIS EIGHTH 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, 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:
CONVERTED AWARD AGREEMENTConverted Award Agreement • July 20th, 2018 • NuStar Energy L.P. • Pipe lines (no natural gas) • Texas
This Converted Award Agreement (“Agreement”) is effective as of July 20, 2018 and is between NuStar GP Holdings, LLC (the “Company”), NuStar GP, LLC (“NuStar GP”), NuStar Services Company LLC and (“Participant”), a participant in the NuStar GP Holdings, LLC Long-Term Incentive Plan, as the same may be amended (the “Plan”), pursuant to and subject to the provisions of the Plan. This Agreement supersedes any and all award agreements or amendments previously entered into between the Company and the Participant with respect to the NSH Phantom Units (as defined below) covered hereby. All capitalized terms contained in this Agreement shall have the same definitions as are set forth in the Plan unless otherwise defined herein.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NUSTAR GP, LLCLimited Liability Company Agreement • July 20th, 2018 • NuStar Energy L.P. • Pipe lines (no natural gas) • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of NuStar GP, LLC (the “Company”) is entered into and executed by NuStar GP Holdings, LLC, a Delaware limited liability company (the “Member”), effective as of July 20, 2018 at the Effective Time (as defined in the Merger Agreement (as defined below)). In consideration of the covenants, conditions and agreements contained herein, the Member, who upon the date hereof is the sole Member of the Company having the limited liability company interest in the Company described on Exhibit A attached hereto, hereby determines as follows:
