SUPPORT AGREEMENTSupport Agreement • January 22nd, 2024 • NuStar Energy L.P. • Pipe lines (no natural gas) • Delaware
This SUPPORT AGREEMENT, dated as of January 22, 2024 (this “Agreement”), is entered into by and among (a) Sunoco LP, a Delaware limited partnership (“Parent”), (b) NuStar Energy L.P., a Delaware limited partnership (the “Partnership”), and (c) Energy Transfer LP, a Delaware limited partnership (“ET”). Unless the context otherwise requires, terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among SUNOCO LP, SATURN MERGER SUB, LLC, NUSTAR ENERGY L.P., NUSTAR GP, LLC, RIVERWALK LOGISTICS, L.P. and SUNOCO GP LLC Dated as of January 22, 2024Merger Agreement • January 22nd, 2024 • NuStar Energy L.P. • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 22, 2024, is by and among (a) Sunoco LP, a Delaware limited partnership (“Parent”), (b) Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), (c) NuStar Energy L.P., a Delaware limited partnership (the “Partnership”), (d) Riverwalk Logistics, L.P., a Delaware limited partnership (the “Partnership GP”) and sole general partner of the Partnership, (e) NuStar GP, LLC, a Delaware limited liability company (“Partnership Managing GP”) and the sole general partner of the Partnership GP and (f) Sunoco GP LLC, a Delaware limited liability company (the “Parent GP”) and sole general partner of Parent.
AMENDMENT NO. 1 TO EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NUSTAR ENERGY L.P.Eighth Amended and Restated Agreement of Limited Partnership • January 22nd, 2024 • NuStar Energy L.P. • Pipe lines (no natural gas) • Delaware
This AMENDMENT NO. 1, dated as of January 22, 2024 (this “Amendment”), to the Eighth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of NuStar Energy L.P. (the “Partnership”) is hereby adopted by Riverwalk Logistics, L.P., a Delaware limited partnership (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.
