0001110805-14-000010 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED TRANSACTION AGREEMENT
Transaction Agreement • March 3rd, 2014 • NuStar Energy L.P. • Pipe lines (no natural gas)

This Amendment No. 2 (this “Amendment”) to the Amended and Restated Transaction Agreement dated as of December 20, 2013, as amended by Amendment No. 1 to the Amended and Restated Transaction Agreement dated January 29, 2014 (together with the Exhibits and Appendices thereto, the “Transaction Agreement”) is made as of this 26th day of February, 2014 by and among LG Asphalt L.P., a Delaware limited partnership (“LG”) and NuStar Logistics, L.P., a Delaware limited partnership (the “Logistics” and, together with LG, the “Parties”, and each of them, a “Party”).

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Non-Employee Director] AWARD AGREEMENT
Award Agreement • March 3rd, 2014 • NuStar Energy L.P. • Pipe lines (no natural gas) • Texas

This Restricted Unit award agreement (the “Agreement”), effective for all purposes as of [insert grant date], is between NuStar GP, LLC (the “Company”) and [insert name] (“Participant”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED TRANSACTION AGREEMENT
Transaction Agreement • March 3rd, 2014 • NuStar Energy L.P. • Pipe lines (no natural gas)

This Amendment No. 1 (this “Amendment”) to the Amended and Restated Transaction Agreement dated as of December 20, 2013 (together with the Exhibits and Appendices thereto, the “Amended and Restated Transaction Agreement”) is made as of this 29th day of January, 2014 by and among LG Asphalt L.P., a Delaware limited partnership (“LG”) and NuStar Logistics, L.P., a Delaware limited partnership (the “Logistics” and, together with LG, the “Parties”, and each of them, a “Party”).

5-YEAR REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 3rd, 2014 • NuStar Energy L.P. • Pipe lines (no natural gas) • New York

THIS FOURTH Amendment to 5-YEAR REVOLVING Credit Agreement (this “Fourth Amendment”) dated as of December 4, 2013, is among NUSTAR LOGISTICS, L.P., a Delaware limited partnership (the “Borrower”); NUSTAR ENERGY L.P., a Delaware limited partnership (the “MLP”); NUSTAR PIPELINE OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the “Subsidiary Guarantor” and, together with the Borrower and the MLP, the “Obligors”); JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and the undersigned Lenders.

AMENDED AND RESTATED TRANSACTION AGREEMENT BY AND BETWEEN
Transaction Agreement • March 3rd, 2014 • NuStar Energy L.P. • Pipe lines (no natural gas)
RESTRICTED UNIT AWARD AGREEMENT [U.S.]
Restricted Unit Award Agreement • March 3rd, 2014 • NuStar Energy L.P. • Pipe lines (no natural gas) • Texas

This Restricted Unit award agreement (“Agreement”), effective for all purposes as of «Option_Date», is between NuStar GP, LLC (the “Company”) and «First_Name» «Middle_Name» «Last_Name» (“Participant”).

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