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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Sunoco LP | NYSE:SUN | NYSE | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| -0.02 | -0.04% | 51.05 | 51.42 | 50.65 | 51.06 | 993,795 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| No. |
||||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive office) (Zip Code) |
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On May 3, 2024, Sunoco LP, a Delaware limited partnership (“Sunoco”), completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“Merger Sub”), NuStar Energy L.P., a Delaware limited partnership (“NuStar”), Riverwalk Logistics, L.P., a Delaware limited partnership (“Riverwalk”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company and the sole general partner of Riverwalk and Sunoco GP LLC, a Delaware limited liability company and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “Merger”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco.
On June 18, 2024, the Parish of St. James, State of Louisiana (the “Parish”) approved an ordinance authorizing the execution of certain documents amending the Indentures (as defined below) and Lease Agreements (as defined below) related to Gulf Opportunity Zone Revenue Bonds, or “GoZone Bonds” (as discussed below), issued by the Parish, the proceeds of which were leased to NuStar Logistics, L.P., a Delaware limited partnership (“NuStar Logistics”) to finance the construction of certain infrastructure projects.
| Item 1.01 | Entry into a Material Definitive Agreement. |
GoZone Bond Indentures and Lease Agreements
The Parish initially issued five series of bonds, namely (i) $56,200,000 original aggregate principal amount Parish of St. James, State of Louisiana Revenue Bonds (NuStar Logistics, L.P. Project) Series 2008 (the “Series 2008 Bonds”), pursuant to an Indenture of Trust dated as of June 1, 2008 (the “Series 2008 Indenture”), (ii) $100,000,000 original aggregate principal amount Parish of St. James, State of Louisiana Revenue Bonds (NuStar Logistics, L.P. Project) Series 2010 (the “Series 2010 Bonds”), pursuant to an Indenture of Trust dated as of July 1, 2010 (the “Series 2010 Indenture”), (iii) $50,000,000 original aggregate principal amount Parish of St. James, State of Louisiana Revenue Bonds (NuStar Logistics, L.P. Project) Series 2010A (the “Series 2010A Bonds”), pursuant to an Indenture of Trust dated as of October 1, 2010 (the “Series 2010A Indenture”), (iv) $85,000,000 original aggregate principal amount Parish of St. James, State of Louisiana Revenue Bonds (NuStar Logistics, L.P. Project) Series 2010B (the “Series 2010B Bonds”), pursuant to an Indenture of Trust dated as of December 1, 2010 (the “Series 2010B Indenture”) and (v) $75,000,000 original aggregate principal amount Parish of St. James, State of Louisiana Revenue Bonds (NuStar Logistics, L.P. Project) Series 2011 (the “Series 2011 Bonds” and, together with the Series 2008 Bonds, the Series 2010 Bonds, the Series 2010A Bonds and the Series 2010B Bonds, the “GoZone Bonds”), pursuant to an Indenture of Trust dated as of August 1, 2011, each between the Parish and U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank National Association, as trustee (the “Trustee”) (the “Series 2011 Indenture” and, together with the Series 2008 Indenture, the Series 2010 Indenture, the Series 2010A Indenture and the Series 2010B Indenture, each as amended and supplemented to date, the “Indentures”).
The proceeds of the sale of the GoZone Bonds were loaned to NuStar Logistics, pursuant to five lease agreements, each between the Parish and NuStar Logistics and dated as of June 1, 2008, July 1, 2010, October 1, 2010, December 1, 2010 and August 1, 2011, respectively (collectively and as amended and supplemented to date, the “Lease Agreements”).
On July 15, 2024, the Parish, the Trustee, Sunoco and certain of Sunoco’s subsidiaries entered into (i) Second Supplement and Amendments to each of the Indentures, which amended and supplemented the Indentures applicable to each series of GoZone Bonds (the “Second Supplemental Indentures”) and into (ii) Second Supplement and Amendments to each of the Lease Agreements, amending and supplementing the Lease Agreements applicable to each series of GoZone Bonds (the “Second Supplemental Lease Agreements”) to add Sunoco and certain of Sunoco’s subsidiaries as guarantors to each series of the aforementioned GoZone Bonds.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Indentures, Second Supplemental Indentures, Lease Agreements and Second Supplemental Lease Agreements, each of which is incorporated in this Item 1.01 by reference.
2
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
3
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNOCO LP | ||
| By: | SUNOCO GP LLC, its General Partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
Date: July 18, 2024
Exhibit 4.1
SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST
BETWEEN
PARISH OF ST. JAMES, STATE OF LOUISIANA
AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
DATED AS OF JULY 15, 2024
$56,200,000
(original principal amount)
PARISH OF ST. JAMES, STATE OF LOUISIANA
REVENUE BONDS
(NUSTAR LOGISTICS, L.P. PROJECT)
SERIES 2008
TABLE OF CONTENTS
* * * * * *
| ARTICLE I |
| |||||
| DEFINITIONS AND RULES OF CONSTRUCTION |
| |||||
| SECTION 1.01. |
Definitions | 2 | ||||
| ARTICLE II |
| |||||
| MISCELLANEOUS |
| |||||
| SECTION 2.01. |
Ratification and Confirmation | 2 | ||||
| SECTION 2.02. |
Representations and Warranties of the Issuer | 2 | ||||
| SECTION 2.03. |
Execution and Counterparts | 2 | ||||
| SECTION 2.04. |
Applicable Law | 2 | ||||
| SECTION 2.05. |
Interdependence with the Original Indenture | 2 | ||||
| SECTION 2.06. |
Severability | 3 | ||||
| SECTION 2.07. |
Dating | 3 | ||||
| SECTION 2.08. |
Agreement | 3 | ||||
| ARTICLE III |
| |||||
| AMENDMENT TO ARTICLE XIII OF THE ORIGINAL INDENTURE |
| |||||
| SECTION 3.01. |
Notices | 3 | ||||
| ARTICLE IV |
| |||||
| ADDITIONAL GUARANTORS |
| |||||
| SECTION 4.01. |
Additional Guarantors | 3 | ||||
* * * * * *
i
SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST
THIS SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST is made and entered into as of July 15, 2024 (the “Second Supplemental Indenture”) between the PARISH OF ST. JAMES, STATE OF LOUISIANA (the “Issuer”), a political subdivision of the State of Louisiana created and existing under the Constitution and Laws of the State of Louisiana, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association and successor trustee to U.S. Bank National Association, as trustee (the “Trustee”);
W I T N E S S E T H :
WHEREAS, pursuant to an Indenture of Trust dated as of June 1, 2008 (the “Original Indenture”, as amended and supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, collectively, the “Indenture”), by and between the Issuer and the Trustee, the Issuer issued its Revenue Bonds (NuStar Logistics, L.P.) Series 2008 (the “Series 2008 Bonds”) in the original principal amount of $56,200,000, and currently outstanding in the amount of $55,440,000, for the purpose of financing the cost of acquisition, construction and installation of an addition of approximately 1.4 million barrels of crude storage capacity comprised of four (4) tanks with approximately 350,000 shell barrels each; piping to connect the new tanks to existing tanks, docks and third-party pipelines; a marine vapor combustor; roads; electrical work; fire protection and dikes located at the NuStar St. James Terminal on the west bank of the Mississippi River at mile marker 159.9 in the Parish of St. James, Louisiana (the “Project”) and, pursuant to a Lease Agreement dated as of June 1, 2008 (the “Original Agreement”), as amended and supplemented by the First Supplemental Lease Agreement, by and between the Issuer and NuStar Logistics, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Company”), the Issuer leased the Project to the Company; and
WHEREAS, the Company desires to add Sunoco LP and additional entities as additional guarantors of the Series 2008 Bonds which necessitates the execution and delivery of certain amendatory documents, including but not limited to this Second Supplemental Indenture; and
WHEREAS, Section 11.01(c) of the Original Indenture permits the execution and delivery of a Supplemental Indenture to make a change to the Original Indenture to subject the Original Indenture to additional revenues, properties or collateral; and
WHEREAS, the Company has requested the Issuer to enter into this Second Supplemental Indenture amending and supplementing the Original Indenture for the purpose of revising certain provisions, including but not limited to the addition of Sunoco LP and additional entities as additional guarantors of the Series 2008 Bonds; and
WHEREAS, the Agreement is being supplemented and amended on the date hereof in accordance with the Indenture (the “Second Supplemental Lease Agreement”); and
WHEREAS, pursuant to Section 11.03 of the Original Indenture, the Company has consented to the amendments to the Original Indenture contained herein; and
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual benefits, covenants and agreements herein expressed, the Issuer and the Trustee hereby agree as follows:
1
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. Definitions. The following terms are added as defined terms or are amendments to defined terms used in the Original Indenture:
“Additional Guarantors” means Sunoco LP, a Delaware limited partnership, and the additional guarantors listed on Exhibit A to the Second Supplemental Lease Agreement, until a successor Additional Guarantor shall have become such pursuant to the applicable provisions of the Guarantees, and thereafter “Additional Guarantors” shall mean or include each Person who is then an Additional Guarantor thereunder.
“Agreement” means the Original Agreement, as amended by the First Supplemental Lease Agreement and Second Supplemental Lease Agreement, and any amendments and supplements thereto.
“Second Supplemental Indenture” means this Second Supplement and Amendment to Indenture of Trust dated as of July 15, 2024 between the Issuer and the Trustee.
“Second Supplemental Lease Agreement” means the Second Supplement and Amendment to Lease Agreement dated as of July 15, 2024 between the Issuer and the Company.
“Guarantees” means collectively the guarantees of the Parent Guarantor and the Affiliate Guarantor, any other future subsidiary guarantors, all as set forth in Exhibit A to the First Supplemental Lease Agreement, and the Additional Guarantors.
“Indenture” means the Original Indenture, as amended by the First Supplemental Indenture and Second Supplemental Indenture, and any amendments or supplements thereto.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Ratification and Confirmation. Except as expressly modified by this Second Supplemental Indenture, the Original Indenture in all other respects is hereby ratified and confirmed and shall remain in full force and effect.
SECTION 2.02. Representations and Warranties of the Issuer. The representations and warranties of the Issuer and the Trustee set forth in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, are hereby confirmed as of the date of this Second Supplemental Indenture.
SECTION 2.03. Execution and Counterparts. This Second Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 2.04. Applicable Law. This Second Supplemental Indenture is prepared and entered into with the intention that the law of the State of Louisiana shall govern its construction.
SECTION 2.05. Interdependence with the Original Indenture. Upon the execution of this Second Supplemental Indenture, the Original Indenture shall be modified in accordance herewith, and this Second Supplemental Indenture shall form a part of the Original Indenture for all purposes and every Bondholder of Bonds theretofore or thereafter authenticated and delivered shall be bound thereby. Any default by the Issuer under the Original Indenture shall be deemed to be a default under this Second Supplemental Indenture as well, and vice versa.
2
SECTION 2.06. Severability. If any clause, paragraph or part of this Second Supplemental Indenture for any reason shall be finally adjudged by any court of competent jurisdiction to be unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remainder of this Second Supplemental Indenture but shall be confined in its operation to the clause, sentence, paragraph, or any part thereof directly involved in the controversy in which such judgment has been rendered.
SECTION 2.07. Dating. The dating of this Second Supplemental Indenture is intended as and for the convenience of identification of this Second Supplemental Indenture and is not intended to indicate that this Second Supplemental Indenture was executed and delivered on said date. This Second Supplemental Indenture was executed and delivered and became effective on July 15, 2024.
SECTION 2.08. Agreement. All references in the Indenture to the Agreement shall mean and include the Second Supplemental Lease Agreement as defined herein in Section 1.01.
ARTICLE III
AMENDMENT TO ARTICLE XIII OF THE ORIGINAL INDENTURE
SECTION 3.01. Notices. The addresses for the Company and the Additional Guarantors contained in Section 13.04 of the Original Indenture are hereby amended as follows:
| If to the Company and the Additional Guarantors: | Sunoco LP 8111 Westchester Drive, Suite 400 Dallas, TX 75225 Attention: Edward Pak |
ARTICLE IV
ADDITIONAL GUARANTORS
SECTION 4.01. Additional Guarantors. The Additional Guarantors are appearing in this Second Supplemental Indenture to confirm their agreement to be an Additional Guarantor with respect to all obligations of the Company under the Agreement.
[Remainder of Page Intentionally Left Blank]
3
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Second Supplement and Amendment to Indenture of Trust to be executed in their respective corporate names and attested by their duly authorized officers and have caused their corporate seals to be hereunto affixed, all as of the day and year first written above.
| PARISH OF ST. JAMES, STATE OF LOUISIANA | ||
| By: | /s/ Pete Dufresne | |
| Parish President | ||
| ATTEST: | ||
| By: | /s/ Linda Hubbell | |
| Secretary, Parish Council | ||
(SEAL)
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2008]
| SUNOCO LP | ||
| By: | Sunoco GP LLC, its general partner | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| ALOHA PETROLEUM LLC | ||
| By: | /s/ Brian A. Hand | |
| Name: | Brian A. Hand | |
| Title: | President | |
| ALOHA PETROLEUM, LTD. | ||
| By: | the Board of Directors | |
| /s/ Robert S. Hood | ||
| Robert S. Hood | ||
| /s/ Brian A. Hand | ||
| Brian A. Hand | ||
| /s/ Edward S. Pak | ||
| Edward S. Pak | ||
| SUNMARKS, LLC | ||
| By: | Sunoco Retail LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO, LLC | ||
| By: Sunoco LP, its sole member | ||
| By: Sunoco GP LLC, its general partner | ||
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2008]
| SUNOCO FINANCE CORP. | ||
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO NLR LLC | ||
| SUNOCO MIDSTREAM LLC | ||
| By: | Sunoco Refined Products LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO REFINED PRODUCTS LLC | ||
| SUNOCO RETAIL LLC | ||
| By: | Sunoco, LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| NUSTAR PIPELINE PARTNERS L.P. | ||
| By: | NuStar Pipeline Company, LLC, its general partner | |
| By: | LegacyStar Services, LLC, its sole member | |
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2008]
| NUSTAR PERMIAN HOLDINGS, LLC | ||
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR LOGISTICS, L.P. | ||
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR ENERGY L.P. | ||
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR PIPELINE OPERATING PARTNERSHIP L.P. | ||
| By: | NuStar Pipeline Company, LLC, its general partner | |
| By: | LegacyStar Services, LLC, its sole member | |
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2008]
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION | ||
| By: | /s/ Felicia H Powell | |
| Authorized Officer | ||
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2008]
Exhibit 4.2
SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST
BETWEEN
PARISH OF ST. JAMES, STATE OF LOUISIANA
AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
DATED AS OF JULY 15, 2024
$100,000,000
(original principal amount)
PARISH OF ST. JAMES, STATE OF LOUISIANA
REVENUE BONDS
(NUSTAR LOGISTICS, L.P. PROJECT)
SERIES 2010
TABLE OF CONTENTS
* * * * * *
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
| SECTION 1.01. |
Definitions |
2 | ||||
| ARTICLE II | ||||||
| MISCELLANEOUS | ||||||
| SECTION 2.01. |
Ratification and Confirmation |
2 | ||||
| SECTION 2.02. |
Representations and Warranties of the Issuer |
2 | ||||
| SECTION 2.03. |
Execution and Counterparts |
2 | ||||
| SECTION 2.04. |
Applicable Law |
2 | ||||
| SECTION 2.05. |
Interdependence with the Original Indenture |
2 | ||||
| SECTION 2.06. |
Severability |
3 | ||||
| SECTION 2.07. |
Dating |
3 | ||||
| SECTION 2.08. |
Agreement |
3 | ||||
| ARTICLE III | ||||||
| AMENDMENT TO ARTICLE XIII OF THE ORIGINAL INDENTURE | ||||||
| SECTION 3.01. |
Notices |
3 | ||||
| ARTICLE IV | ||||||
| ADDITIONAL GUARANTORS | ||||||
| SECTION 4.01. |
Additional Guarantors | 3 | ||||
* * * * * *
i
SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST
THIS SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST is made and entered into as of July 15, 2024 (the “Second Supplemental Indenture”) between the PARISH OF ST. JAMES, STATE OF LOUISIANA (the “Issuer”), a political subdivision of the State of Louisiana created and existing under the Constitution and Laws of the State of Louisiana, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association and successor trustee to U.S. Bank National Association, as trustee (the “Trustee”);
W I T N E S S E T H :
WHEREAS, pursuant to an Indenture of Trust dated as of July 1, 2010 (the “Original Indenture”, as amended and supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, collectively, the “Indenture”), by and between the Issuer and the Trustee, the Issuer issued its Revenue Bonds (NuStar Logistics, L.P.) Series 2010 (the “Series 2010 Bonds”) in the original principal amount of $100,000,000, all of which are currently outstanding, for the purpose of acquiring, constructing and installing an addition of approximately 3 million barrels of crude storage capacity composed of 4 tanks with approximately 370,000 shell barrels each, 2 tanks with approximately 680,000 shell barrels each and 1 tank with approximately 150,000 shell barrels; piping to connect the new tanks to existing tanks, docks and third-party pipelines; roads; electrical work; fire protection and dikes located at the NuStar St. James Terminal on the west bank of the Mississippi River at mile marker 159.9 in the Parish of St. James, Louisiana (the “Project”) and, pursuant to a Lease Agreement dated as of July 1, 2010 (the “Original Agreement”), as amended and supplemented by the First Supplemental Lease Agreement, by and between the Issuer and NuStar Logistics, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Company”), the Issuer leased the Project to the Company; and
WHEREAS, the Company desires to add Sunoco LP and additional entities as additional guarantors of the Series 2010 Bonds which necessitates the execution and delivery of certain amendatory documents, including but not limited to this Second Supplemental Indenture; and
WHEREAS, Section 11.01(c) of the Original Indenture permits the execution and delivery of a Supplemental Indenture to make a change to the Original Indenture to subject the Original Indenture to additional revenues, properties or collateral; and
WHEREAS, the Company has requested the Issuer to enter into this Second Supplemental Indenture amending and supplementing the Original Indenture for the purpose of revising certain provisions, including but not limited to the addition of Sunoco LP and additional entities as additional guarantors of the Series 2010 Bonds; and
WHEREAS, the Agreement is being supplemented and amended on the date hereof in accordance with the Indenture (the “Second Supplemental Lease Agreement”); and
WHEREAS, pursuant to Section 11.03 of the Original Indenture, the Company has consented to the amendments to the Original Indenture contained herein; and
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual benefits, covenants and agreements herein expressed, the Issuer and the Trustee hereby agree as follows:
1
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. Definitions. The following terms are added as defined terms or are amendments to defined terms used in the Original Indenture:
“Additional Guarantors” means Sunoco LP, a Delaware limited partnership, and the additional guarantors listed on Exhibit A to the Second Supplemental Lease Agreement, until a successor Additional Guarantor shall have become such pursuant to the applicable provisions of the Guarantees, and thereafter “Additional Guarantors” shall mean or include each Person who is then an Additional Guarantor thereunder.
“Agreement” means the Original Agreement, as amended by the First Supplemental Lease Agreement and Second Supplemental Lease Agreement, and any amendments and supplements thereto.
“Second Supplemental Indenture” means this Second Supplement and Amendment to Indenture of Trust dated as of July 15, 2024 between the Issuer and the Trustee.
“Second Supplemental Lease Agreement” means the Second Supplement and Amendment to Lease Agreement dated as of July 15, 2024 between the Issuer and the Company.
“Guarantees” means collectively the guarantees of the Parent Guarantor and the Affiliate Guarantor, any other future subsidiary guarantors, all as set forth in Exhibit A to the First Supplemental Lease Agreement, and the Additional Guarantors.
“Indenture” means the Original Indenture, as amended by the First Supplemental Indenture and Second Supplemental Indenture, and any amendments or supplements thereto.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Ratification and Confirmation. Except as expressly modified by this Second Supplemental Indenture, the Original Indenture in all other respects is hereby ratified and confirmed and shall remain in full force and effect.
SECTION 2.02. Representations and Warranties of the Issuer. The representations and warranties of the Issuer and the Trustee set forth in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, are hereby confirmed as of the date of this Second Supplemental Indenture.
SECTION 2.03. Execution and Counterparts. This Second Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 2.04. Applicable Law. This Second Supplemental Indenture is prepared and entered into with the intention that the law of the State of Louisiana shall govern its construction.
SECTION 2.05. Interdependence with the Original Indenture. Upon the execution of this Second Supplemental Indenture, the Original Indenture shall be modified in accordance herewith, and this Second Supplemental Indenture shall form a part of the Original Indenture for all purposes and every Bondholder of Bonds theretofore or thereafter authenticated and delivered shall be bound thereby. Any default by the Issuer under the Original Indenture shall be deemed to be a default under this Second Supplemental Indenture as well, and vice versa.
2
SECTION 2.06. Severability. If any clause, paragraph or part of this Second Supplemental Indenture for any reason shall be finally adjudged by any court of competent jurisdiction to be unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remainder of this Second Supplemental Indenture but shall be confined in its operation to the clause, sentence, paragraph, or any part thereof directly involved in the controversy in which such judgment has been rendered.
SECTION 2.07. Dating. The dating of this Second Supplemental Indenture is intended as and for the convenience of identification of this Second Supplemental Indenture and is not intended to indicate that this Second Supplemental Indenture was executed and delivered on said date. This Second Supplemental Indenture was executed and delivered and became effective on July 15, 2024.
SECTION 2.08. Agreement. All references in the Indenture to the Agreement shall mean and include the Second Supplemental Lease Agreement as defined herein in Section 1.01.
ARTICLE III
AMENDMENT TO ARTICLE XIII OF THE ORIGINAL INDENTURE
SECTION 3.01. Notices. The addresses for the Company and the Additional Guarantors contained in Section 13.04 of the Original Indenture are hereby amended as follows:
| If to the Company and the Additional Guarantors: | Sunoco LP 8111 Westchester Drive, Suite 400 Dallas, TX 75225 Attention: Edward Pak |
ARTICLE IV
ADDITIONAL GUARANTORS
SECTION 4.01. Additional Guarantors. The Additional Guarantors are appearing in this Second Supplemental Indenture to confirm their agreement to be an Additional Guarantor with respect to all obligations of the Company under the Agreement.
[Remainder of Page Intentionally Left Blank]
3
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Second Supplement and Amendment to Indenture of Trust to be executed in their respective corporate names and attested by their duly authorized officers and have caused their corporate seals to be hereunto affixed, all as of the day and year first written above.
| PARISH OF ST. JAMES, STATE OF LOUISIANA | ||
| By: | /s/ Pete Dufresne | |
| Parish President | ||
| ATTEST: | ||
| By: | /s/ Linda Hubbell | |
| Secretary, Parish Council | ||
(SEAL)
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010]
| SUNOCO LP | ||
| By: | Sunoco GP LLC, its general partner | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| ALOHA PETROLEUM LLC | ||
| By: | /s/ Brian A. Hand | |
| Name: | Brian A. Hand | |
| Title: | President | |
| ALOHA PETROLEUM, LTD. | ||
| By: | the Board of Directors | |
| /s/ Robert S. Hood | ||
| Robert S. Hood | ||
| /s/ Brian A. Hand | ||
| Brian A. Hand | ||
| /s/ Edward S. Pak | ||
| Edward S. Pak | ||
| SUNMARKS, LLC | ||
| By: | Sunoco Retail LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO, LLC | ||
| By: Sunoco LP, its sole member | ||
| By: Sunoco GP LLC, its general partner | ||
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: |
President and Chief Executive Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010]
| SUNOCO FINANCE CORP. | ||
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO NLR LLC | ||
| SUNOCO MIDSTREAM LLC | ||
| By: | Sunoco Refined Products LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO REFINED PRODUCTS LLC | ||
| SUNOCO RETAIL LLC | ||
| By: | Sunoco, LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| NUSTAR PIPELINE PARTNERS L.P. | ||
| By: | NuStar Pipeline Company, LLC, its general partner | |
| By: | LegacyStar Services, LLC, its sole member | |
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: |
Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010]
| NUSTAR PERMIAN HOLDINGS, LLC | ||
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR LOGISTICS, L.P. | ||
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR ENERGY L.P. | ||
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR PIPELINE OPERATING PARTNERSHIP L.P. | ||
| By: | NuStar Pipeline Company, LLC, its general partner | |
| By: | LegacyStar Services, LLC, its sole member | |
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010]
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION | ||
| By: | /s/ Felicia H Powell | |
| Authorized Officer | ||
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010]
Exhibit 4.3
SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST
BETWEEN
PARISH OF ST. JAMES, STATE OF LOUISIANA
AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
DATED AS OF JULY 15, 2024
$50,000,000
(original principal amount)
PARISH OF ST. JAMES, STATE OF LOUISIANA
REVENUE BONDS
(NUSTAR LOGISTICS, L.P. PROJECT)
SERIES 2010A
TABLE OF CONTENTS
* * * * * *
| ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION | ||||
| SECTION 1.01. | Definitions | 2 | ||
| ARTICLE II
MISCELLANEOUS | ||||
| SECTION 2.01. | Ratification and Confirmation | 2 | ||
| SECTION 2.02. | Representations and Warranties of the Issuer | 2 | ||
| SECTION 2.03. | Execution and Counterparts | 2 | ||
| SECTION 2.04. | Applicable Law | 2 | ||
| SECTION 2.05. | Interdependence with the Original Indenture | 2 | ||
| SECTION 2.06. | Severability | 3 | ||
| SECTION 2.07. | Dating | 3 | ||
| SECTION 2.08. | Agreement | 3 | ||
| ARTICLE III
AMENDMENT TO ARTICLE XIII OF THE ORIGINAL INDENTURE | ||||
| SECTION 3.01. | Notices | 3 | ||
| ARTICLE IV
ADDITIONAL GUARANTORS | ||||
| SECTION 4.01. | Additional Guarantors | 3 | ||
* * * * * *
i
SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST
THIS SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST is made and entered into as of July 15, 2024 (the “Second Supplemental Indenture”) between the PARISH OF ST. JAMES, STATE OF LOUISIANA (the “Issuer”), a political subdivision of the State of Louisiana created and existing under the Constitution and Laws of the State of Louisiana, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association and successor trustee to U.S. Bank National Association, as trustee (the “Trustee”);
W I T N E S S E T H :
WHEREAS, pursuant to an Indenture of Trust dated as of October 1, 2010 (the “Original Indenture”, as amended and supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, the “Indenture”), by and between the Issuer and the Trustee, the Issuer issued its Revenue Bonds (NuStar Logistics, L.P.) Series 2010A (the “Series 2010A Bonds”) in the original principal amount of $50,000,000, and currently outstanding in the amount of $43,300,000, for the purpose of financing the cost of acquiring, constructing and installing 3 tanks; piping to connect the new tanks to existing tanks, docks and third-party pipelines; a new dock; and unit train installation located at the NuStar St. James Terminal on the west bank of the Mississippi River at mile marker 159.9 in the Parish of St. James, Louisiana, constituting nonresidential real property to be located in the geographical limits of St. James Parish in the Gulf Opportunity Zone as provided in the Gulf Opportunity Zone Act of 2005 (the “Project”) and, pursuant to a Lease Agreement dated as of October 1, 2010 (the “Original Agreement”), as amended and supplemented by the First Supplemental Lease Agreement, by and between the Issuer and NuStar Logistics, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Company”), the Issuer leased the Project to the Company; and
WHEREAS, the Company desires to add Sunoco LP and additional entities as additional guarantors of the Series 2010A Bonds which necessitates the execution and delivery of certain amendatory documents, including but not limited to this Second Supplemental Indenture; and
WHEREAS, Section 11.01(c) of the Original Indenture permits the execution and delivery of a Supplemental Indenture to make a change to the Original Indenture to subject the Original Indenture to additional revenues, properties or collateral; and
WHEREAS, the Company has requested the Issuer to enter into this Second Supplemental Indenture amending and supplementing the Original Indenture for the purpose of revising certain provisions, including but not limited to the addition of Sunoco LP and additional entities as additional guarantors of the Series 2010A Bonds; and
WHEREAS, the Agreement is being supplemented and amended on the date hereof in accordance with the Indenture (the “Second Supplemental Lease Agreement”); and
WHEREAS, pursuant to Section 11.03 of the Original Indenture, the Company has consented to the amendments to the Original Indenture contained herein; and
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual benefits, covenants and agreements herein expressed, the Issuer and the Trustee hereby agree as follows:
1
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. Definitions. The following terms are added as defined terms or are amendments to defined terms used in the Original Indenture:
“Additional Guarantors” means Sunoco LP, a Delaware limited partnership, and the additional guarantors listed on Exhibit A to the Second Supplemental Lease Agreement, until a successor Additional Guarantor shall have become such pursuant to the applicable provisions of the Guarantees, and thereafter “Additional Guarantors” shall mean or include each Person who is then an Additional Guarantor thereunder.
“Agreement” means the Original Agreement, as amended by the First Supplemental Lease Agreement and Second Supplemental Lease Agreement, and any amendments and supplements thereto.
“Second Supplemental Indenture” means this Second Supplement and Amendment to Indenture of Trust dated as of July 15, 2024 between the Issuer and the Trustee.
“Second Supplemental Lease Agreement” means the Second Supplement and Amendment to Lease Agreement dated as of July 15, 2024 between the Issuer and the Company.
“Guarantees” means collectively the guarantees of the Parent Guarantor and the Affiliate Guarantor, any other future subsidiary guarantors, all as set forth in Exhibit A to the First Supplemental Lease Agreement, and the Additional Guarantors.
“Indenture” means the Original Indenture, as amended by the First Supplemental Indenture and Second Supplemental Indenture, and any amendments or supplements thereto.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Ratification and Confirmation. Except as expressly modified by this Second Supplemental Indenture, the Original Indenture in all other respects is hereby ratified and confirmed and shall remain in full force and effect.
SECTION 2.02. Representations and Warranties of the Issuer. The representations and warranties of the Issuer and the Trustee set forth in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, are hereby confirmed as of the date of this Second Supplemental Indenture.
SECTION 2.03. Execution and Counterparts. This Second Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 2.04. Applicable Law. This Second Supplemental Indenture is prepared and entered into with the intention that the law of the State of Louisiana shall govern its construction.
SECTION 2.05. Interdependence with the Original Indenture. Upon the execution of this Second Supplemental Indenture, the Original Indenture shall be modified in accordance herewith, and this Second Supplemental Indenture shall form a part of the Original Indenture for all purposes and every Bondholder of Bonds theretofore or thereafter authenticated and delivered shall be bound thereby. Any default by the Issuer under the Original Indenture shall be deemed to be a default under this Second Supplemental Indenture as well, and vice versa.
2
SECTION 2.06. Severability. If any clause, paragraph or part of this Second Supplemental Indenture for any reason shall be finally adjudged by any court of competent jurisdiction to be unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remainder of this Second Supplemental Indenture but shall be confined in its operation to the clause, sentence, paragraph, or any part thereof directly involved in the controversy in which such judgment has been rendered.
SECTION 2.07. Dating. The dating of this Second Supplemental Indenture is intended as and for the convenience of identification of this Second Supplemental Indenture and is not intended to indicate that this Second Supplemental Indenture was executed and delivered on said date. This Second Supplemental Indenture was executed and delivered and became effective on July 15, 2024.
SECTION 2.08. Agreement. All references in the Indenture to the Agreement shall mean and include the Second Supplemental Lease Agreement as defined herein in Section 1.01.
ARTICLE III
AMENDMENT TO ARTICLE XIII OF THE ORIGINAL INDENTURE
SECTION 3.01. Notices. The addresses for the Company and the Additional Guarantors contained in Section 13.04 of the Original Indenture are hereby amended as follows:
| If to the Company and the Additional Guarantors: | Sunoco LP 8111 Westchester Drive, Suite 400 Dallas, TX 75225 Attention: Edward Pak |
ARTICLE IV
ADDITIONAL GUARANTORS
SECTION 4.01. Additional Guarantors. The Additional Guarantors are appearing in this Second Supplemental Indenture to confirm their agreement to be an Additional Guarantor with respect to all obligations of the Company under the Agreement.
[Remainder of Page Intentionally Left Blank]
3
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Second Supplement and Amendment to Indenture of Trust to be executed in their respective corporate names and attested by their duly authorized officers and have caused their corporate seals to be hereunto affixed, all as of the day and year first written above.
| PARISH OF ST. JAMES, STATE OF LOUISIANA | ||
| By: | /s/ Pete Dufresne | |
| Parish President | ||
| ATTEST: | ||
| By: | /s/ Linda Hubbell | |
| Secretary, Parish Council | ||
(SEAL)
[Signature Page to First Supplement and Amendment to Indenture of Trust – Series 2010A]
| SUNOCO LP | ||
| By: | Sunoco GP LLC, its general partner | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| ALOHA PETROLEUM LLC | ||
| By: | /s/ Brian A. Hand | |
| Name: | Brian A. Hand | |
| Title: | President | |
| ALOHA PETROLEUM, LTD. | ||
| By: | the Board of Directors | |
| /s/ Robert S. Hood | ||
| Robert S. Hood | ||
| /s/ Brian A. Hand | ||
| Brian A. Hand | ||
| /s/ Edward S. Pak | ||
| Edward S. Pak | ||
| SUNMARKS, LLC | ||
| By: | Sunoco Retail LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO, LLC | ||
| By: Sunoco LP, its sole member | ||
| By: Sunoco GP LLC, its general partner | ||
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010A]
| SUNOCO FINANCE CORP. | ||
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO NLR LLC | ||
| SUNOCO MIDSTREAM LLC | ||
| By: | Sunoco Refined Products LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO REFINED PRODUCTS LLC | ||
| SUNOCO RETAIL LLC | ||
| By: | Sunoco, LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| NUSTAR PIPELINE PARTNERS L.P. | ||
| By: | NuStar Pipeline Company, LLC, its general partner | |
| By: | LegacyStar Services, LLC, its sole member | |
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010A]
| NUSTAR PERMIAN HOLDINGS, LLC | ||
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR LOGISTICS, L.P. | ||
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR ENERGY L.P. | ||
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR PIPELINE OPERATING PARTNERSHIP L.P. | ||
| By: | NuStar Pipeline Company, LLC, its general partner | |
| By: | LegacyStar Services, LLC, its sole member | |
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010A]
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION | ||
| By: | /s/ Felicia H Powell | |
| Authorized Officer | ||
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010A]
Exhibit 4.4
SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST
BETWEEN
PARISH OF ST. JAMES, STATE OF LOUISIANA
AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
DATED AS OF JULY 15, 2024
$85,000,000
(original principal amount)
PARISH OF ST. JAMES, STATE OF LOUISIANA
REVENUE BONDS
(NUSTAR LOGISTICS, L.P. PROJECT)
SERIES 2010B
TABLE OF CONTENTS
* * * * * *
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
| SECTION 1.01. | Definitions | 2 | ||
| ARTICLE II | ||||
| MISCELLANEOUS | ||||
| SECTION 2.01. | Ratification and Confirmation | 2 | ||
| SECTION 2.02. | Representations and Warranties of the Issuer | 2 | ||
| SECTION 2.03. | Execution and Counterparts | 2 | ||
| SECTION 2.04. | Applicable Law | 2 | ||
| SECTION 2.05. | Interdependence with the Original Indenture | 2 | ||
| SECTION 2.06. | Severability | 3 | ||
| SECTION 2.07. | Dating | 3 | ||
| SECTION 2.08. | Agreement | 3 | ||
| ARTICLE III | ||||
| AMENDMENT TO ARTICLE XIII OF THE ORIGINAL INDENTURE | ||||
| SECTION 3.01. | Notices | 3 | ||
| ARTICLE IV | ||||
| ADDITIONAL GUARANTORS | ||||
| SECTION 4.01. | Additional Guarantors | 3 | ||
* * * * * *
i
SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST
THIS SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST is made and entered into as of July 15, 2024 (the “Second Supplemental Indenture”) between the PARISH OF ST. JAMES, STATE OF LOUISIANA (the “Issuer”), a political subdivision of the State of Louisiana created and existing under the Constitution and Laws of the State of Louisiana, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association and successor trustee to U.S. Bank National Association, as trustee (the “Trustee”);
W I T N E S S E T H :
WHEREAS, pursuant to an Indenture of Trust dated as of December 1, 2010 (the “Original Indenture”, as amended and supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, collectively, the “Indenture”), by and between the Issuer and the Trustee, the Issuer issued its Revenue Bonds (NuStar Logistics, L.P.) Series 2010B (the “Series 2010B Bonds”) in the original principal amount of $85,000,000, and currently outstanding in the amount of $48,400,000, for the purpose of financing a portion of the cost of acquiring, constructing and installing an addition of approximately 4.8 million barrels of additional storage capacity comprised of approximately twenty-four (24) tanks ranging in capacity from 90,000 to 363,000 shell barrels; and new tank lines, pumps and manifolds for new tanks located at the NuStar St. James Terminal on the west bank of the Mississippi River at mile marker 159.9 in the Parish of St. James, Louisiana, constituting nonresidential real property to be located in the geographical limits of St. James Parish in the Gulf Opportunity Zone as provided in the Gulf Opportunity Zone Act of 2005 (the “Project”) and, pursuant to a Lease Agreement dated as of December 1, 2010 (the “Original Agreement”), as amended and supplemented by the First Supplemental Lease Agreement, by and between the Issuer and NuStar Logistics, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Company”), the Issuer leased the Project to the Company; and
WHEREAS, the Company desires to add Sunoco LP and additional entities as additional guarantors of the Series 2010B Bonds which necessitates the execution and delivery of certain amendatory documents, including but not limited to this Second Supplemental Indenture; and
WHEREAS, Section 11.01(c) of the Original Indenture permits the execution and delivery of a Supplemental Indenture to make a change to the Original Indenture to subject the Original Indenture to additional revenues, properties or collateral; and
WHEREAS, the Company has requested the Issuer to enter into this Second Supplemental Indenture amending and supplementing the Original Indenture for the purpose of revising certain provisions, including but not limited to the addition of Sunoco LP and additional entities as additional guarantors of the Series 2010B Bonds; and
WHEREAS, the Agreement is being supplemented and amended on the date hereof in accordance with the Indenture (the “Second Supplemental Lease Agreement”); and
WHEREAS, pursuant to Section 11.03 of the Original Indenture, the Company has consented to the amendments to the Original Indenture contained herein; and
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual benefits, covenants and agreements herein expressed, the Issuer and the Trustee hereby agree as follows:
1
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. Definitions. The following terms are added as defined terms or are amendments to defined terms used in the Original Indenture:
“Additional Guarantors” means Sunoco LP, a Delaware limited partnership, and the additional guarantors listed on Exhibit A to the Second Supplemental Lease Agreement, until a successor Additional Guarantor shall have become such pursuant to the applicable provisions of the Guarantees, and thereafter “Additional Guarantors” shall mean or include each Person who is then an Additional Guarantor thereunder.
“Agreement” means the Original Agreement, as amended by the First Supplemental Lease Agreement and Second Supplemental Lease Agreement, and any amendments and supplements thereto.
“Second Supplemental Indenture” means this Second Supplement and Amendment to Indenture of Trust dated as of July 15, 2024 between the Issuer and the Trustee.
“Second Supplemental Lease Agreement” means the Second Supplement and Amendment to Lease Agreement dated as of July 15, 2024 between the Issuer and the Company.
“Guarantees” means collectively the guarantees of the Parent Guarantor and the Affiliate Guarantor, any other future subsidiary guarantors, all as set forth in Exhibit A to the First Supplemental Lease Agreement, and the Additional Guarantors.
“Indenture” means the Original Indenture, as amended by the First Supplemental Indenture and Second Supplemental Indenture, and any amendments or supplements thereto.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Ratification and Confirmation. Except as expressly modified by this Second Supplemental Indenture, the Original Indenture in all other respects is hereby ratified and confirmed and shall remain in full force and effect.
SECTION 2.02. Representations and Warranties of the Issuer. The representations and warranties of the Issuer and the Trustee set forth in the Original Indenture, as amended and supplemented by the First Supplemental Indenture, and this Second Supplemental Indenture are hereby confirmed as of the date of this Second Supplemental Indenture.
SECTION 2.03. Execution and Counterparts. This Second Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 2.04. Applicable Law. This Second Supplemental Indenture is prepared and entered into with the intention that the law of the State of Louisiana shall govern its construction.
SECTION 2.05. Interdependence with the Original Indenture. Upon the execution of this Second Supplemental Indenture, the Original Indenture shall be modified in accordance herewith, and this Second Supplemental Indenture shall form a part of the Original Indenture for all purposes and every Bondholder of Bonds theretofore or thereafter authenticated and delivered shall be bound thereby. Any default by the Issuer under the Original Indenture shall be deemed to be a default under this Second Supplemental Indenture as well, and vice versa.
2
SECTION 2.06. Severability. If any clause, paragraph or part of this Second Supplemental Indenture for any reason shall be finally adjudged by any court of competent jurisdiction to be unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remainder of this Second Supplemental Indenture but shall be confined in its operation to the clause, sentence, paragraph, or any part thereof directly involved in the controversy in which such judgment has been rendered.
SECTION 2.07. Dating. The dating of this Second Supplemental Indenture is intended as and for the convenience of identification of this Second Supplemental Indenture and is not intended to indicate that this Second Supplemental Indenture was executed and delivered on said date. This Second Supplemental Indenture was executed and delivered and became effective on July 15, 2024.
SECTION 2.08. Agreement. All references in the Indenture to the Agreement shall mean and include the Second Supplemental Lease Agreement as defined herein in Section 1.01.
ARTICLE III
AMENDMENT TO ARTICLE XIII OF THE ORIGINAL INDENTURE
SECTION 3.01. Notices. The addresses for the Company and the Additional Guarantors contained in Section 13.04 of the Original Indenture are hereby amended as follows:
| If to the Company and the Additional Guarantors: | Sunoco LP 8111 Westchester Drive, Suite 400 Dallas, TX 75225 Attention: Edward Pak |
ARTICLE IV
ADDITIONAL GUARANTORS
SECTION 4.01. Additional Guarantors. The Additional Guarantors are appearing in this Second Supplemental Indenture to confirm their agreement to be an Additional Guarantor with respect to all obligations of the Company under the Agreement.
[Remainder of Page Intentionally Left Blank]
3
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Second Supplement and Amendment to Indenture of Trust to be executed in their respective corporate names and attested by their duly authorized officers and have caused their corporate seals to be hereunto affixed, all as of the day and year first written above.
| PARISH OF ST. JAMES, STATE OF LOUISIANA | ||
| By: | /s/ Pete Dufresne | |
| Parish President | ||
ATTEST:
| By: | /s/ Linda Hubbell | |
| Secretary, Parish Council |
(SEAL)
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010B]
| SUNOCO LP | ||
| By: | Sunoco GP LLC, its general partner | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| ALOHA PETROLEUM LLC | ||
| By: | /s/ Brian A. Hand | |
| Name: | Brian A. Hand | |
| Title: | President | |
| ALOHA PETROLEUM, LTD. | ||
| By: | the Board of Directors | |
| /s/ Robert S. Hood | ||
| Robert S. Hood | ||
| /s/ Brian A. Hand | ||
| Brian A. Hand | ||
| /s/ Edward S. Pak | ||
| Edward S. Pak | ||
| SUNMARKS, LLC | ||
| By: | Sunoco Retail LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO, LLC | ||
| By: Sunoco LP, its sole member | ||
| By: Sunoco GP LLC, its general partner | ||
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010B]
| SUNOCO FINANCE CORP. | ||
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO NLR LLC | ||
| SUNOCO MIDSTREAM LLC | ||
| By: | Sunoco Refined Products LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO REFINED PRODUCTS LLC | ||
| SUNOCO RETAIL LLC | ||
| By: | Sunoco, LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| NUSTAR PIPELINE PARTNERS L.P. | ||
| By: | NuStar Pipeline Company, LLC, its general partner | |
| By: | LegacyStar Services, LLC, its sole member | |
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010B]
| NUSTAR PERMIAN HOLDINGS, LLC | ||
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR LOGISTICS, L.P. | ||
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR ENERGY L.P. | ||
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR PIPELINE OPERATING PARTNERSHIP L.P. | ||
| By: | NuStar Pipeline Company, LLC, its general partner | |
| By: | LegacyStar Services, LLC, its sole member | |
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010B]
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION | ||
| By: | /s/ Felicia H Powell | |
| Authorized Officer | ||
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2010B]
Exhibit 4.5
SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST
BETWEEN
PARISH OF ST. JAMES, STATE OF LOUISIANA
AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
DATED AS OF JULY 15, 2024
$75,000,000
(original principal amount)
PARISH OF ST. JAMES, STATE OF LOUISIANA
REVENUE BONDS
(NUSTAR LOGISTICS, L.P. PROJECT)
SERIES 2011
TABLE OF CONTENTS
* * * * * *
| ARTICLE I | ||||||
| DEFINITIONS AND RULES OF CONSTRUCTION | ||||||
| SECTION 1.01. | Definitions | 2 | ||||
| ARTICLE II | ||||||
| MISCELLANEOUS | ||||||
| SECTION 2.01. | Ratification and Confirmation | 2 | ||||
| SECTION 2.02. | Representations and Warranties of the Issuer | 2 | ||||
| SECTION 2.03. | Execution and Counterparts | 2 | ||||
| SECTION 2.04. | Applicable Law | 2 | ||||
| SECTION 2.05. | Interdependence with the Original Indenture | 2 | ||||
| SECTION 2.06. | Severability | 3 | ||||
| SECTION 2.07. | Dating | 3 | ||||
| SECTION 2.08. | Agreement | 3 | ||||
| ARTICLE III | ||||||
| AMENDMENT TO ARTICLE XIII OF THE ORIGINAL INDENTURE | ||||||
| SECTION 3.01. | Notices | 3 | ||||
| ARTICLE IV | ||||||
| ADDITIONAL GUARANTORS | ||||||
| SECTION 4.01. | Additional Guarantors | 3 | ||||
* * * * * *
i
SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST
THIS SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST is made and entered into as of July 15, 2024 (the “Second Supplemental Indenture”) between the PARISH OF ST. JAMES, STATE OF LOUISIANA (the “Issuer”), a political subdivision of the State of Louisiana created and existing under the Constitution and Laws of the State of Louisiana, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association and successor trustee to U.S. Bank National Association, as trustee (the “Trustee”);
W I T N E S S E T H :
WHEREAS, pursuant to an Indenture of Trust dated as of August 1, 2011 (the “Original Indenture”, as amended and supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, collectively, the “Indenture”), by and between the Issuer and the Trustee, the Issuer issued its Revenue Bonds (NuStar Logistics, L.P.) Series 2011 (the “Series 2011 Bonds”) in the original principal amount of $75,000,000, all of which are currently outstanding, for the purpose of financing a portion of the cost of acquiring, constructing and installing an addition of approximately 4.8 million barrels of additional storage capacity comprised of approximately twenty-four (24) tanks ranging in capacity from 90,000 to 363,000 shell barrels; and new tank lines, pumps and manifolds for new tanks; and additional rail car off loading facilities, all located at the NuStar St. James Terminal on the west bank of the Mississippi River at mile marker 159.9 in the Parish of St. James, Louisiana, constituting nonresidential real property to be located in the geographical limits of St. James Parish in the Gulf Opportunity Zone as provided in the Gulf Opportunity Zone Act of 2005 (the “Project”) and, pursuant to a Lease Agreement dated as of August 1, 2011 (the “Original Agreement”), as amended and supplemented by the First Supplemental Lease Agreement, by and between the Issuer and NuStar Logistics, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Company”), the Issuer leased the Project to the Company; and
WHEREAS, the Company desires to add Sunoco LP and additional entities as additional guarantors of the Series 2011 Bonds which necessitates the execution and delivery of certain amendatory documents, including but not limited to this Second Supplemental Indenture; and
WHEREAS, Section 11.01(c) of the Original Indenture permits the execution and delivery of a Supplemental Indenture to make a change to the Original Indenture to subject the Original Indenture to additional revenues, properties or collateral; and
WHEREAS, the Company has requested the Issuer to enter into this Second Supplemental Indenture amending and supplementing the Original Indenture for the purpose of revising certain provisions, including but not limited to the addition of Sunoco LP and additional entities as additional guarantors of the Series 2011 Bonds; and
WHEREAS, the Agreement is being supplemented and amended on the date hereof in accordance with the Indenture (the “Second Supplemental Lease Agreement”); and
WHEREAS, pursuant to Section 11.03 of the Original Indenture, the Company has consented to the amendments to the Original Indenture contained herein; and
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual benefits, covenants and agreements herein expressed, the Issuer and the Trustee hereby agree as follows:
1
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. Definitions. The following terms are added as defined terms or are amendments to defined terms used in the Original Indenture:
“Additional Guarantors” means Sunoco LP, a Delaware limited partnership, and the additional guarantors listed on Exhibit A to the Second Supplemental Lease Agreement, until a successor Additional Guarantor shall have become such pursuant to the applicable provisions of the Guarantees, and thereafter “Additional Guarantors” shall mean or include each Person who is then an Additional Guarantor thereunder.
“Agreement” means the Original Agreement, as amended by the First Supplemental Lease Agreement and Second Supplemental Lease Agreement, and any amendments and supplements thereto.
“Second Supplemental Indenture” means this Second Supplement and Amendment to Indenture of Trust dated as of July 15, 2024 between the Issuer and the Trustee.
“Second Supplemental Lease Agreement” means the Second Supplement and Amendment to Lease Agreement dated as of July 15, 2024 between the Issuer and the Company.
“Guarantees” means collectively the guarantees of the Parent Guarantor and the Affiliate Guarantor, any other future subsidiary guarantors, all as set forth in Exhibit A to the First Supplemental Lease Agreement, and the Additional Guarantors.
“Indenture” means the Original Indenture, as amended by the First Supplemental Indenture and Second Supplemental Indenture, and any amendments or supplements thereto.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Ratification and Confirmation. Except as expressly modified by this Second Supplemental Indenture, the Original Indenture in all other respects is hereby ratified and confirmed and shall remain in full force and effect.
SECTION 2.02. Representations and Warranties of the Issuer. The representations and warranties of the Issuer and the Trustee set forth in the Original Indenture, as amended and supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, are hereby confirmed as of the date of this Second Supplemental Indenture.
SECTION 2.03. Execution and Counterparts. This Second Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 2.04. Applicable Law. This Second Supplemental Indenture is prepared and entered into with the intention that the law of the State of Louisiana shall govern its construction.
SECTION 2.05. Interdependence with the Original Indenture. Upon the execution of this Second Supplemental Indenture, the Original Indenture shall be modified in accordance herewith, and this Second Supplemental Indenture shall form a part of the Original Indenture for all purposes and every Bondholder of Bonds theretofore or thereafter authenticated and delivered shall be bound thereby. Any default by the Issuer under the Original Indenture shall be deemed to be a default under this Second Supplemental Indenture as well, and vice versa.
2
SECTION 2.06. Severability. If any clause, paragraph or part of this Second Supplemental Indenture for any reason shall be finally adjudged by any court of competent jurisdiction to be unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remainder of this Second Supplemental Indenture but shall be confined in its operation to the clause, sentence, paragraph, or any part thereof directly involved in the controversy in which such judgment has been rendered.
SECTION 2.07. Dating. The dating of this Second Supplemental Indenture is intended as and for the convenience of identification of this Second Supplemental Indenture and is not intended to indicate that this Second Supplemental Indenture was executed and delivered on said date. This Second Supplemental Indenture was executed and delivered and became effective on July 15, 2024.
SECTION 2.08. Agreement. All references in the Indenture to the Agreement shall mean and include the Second Supplemental Lease Agreement as defined herein in Section 1.01.
ARTICLE III
AMENDMENT TO ARTICLE XIII OF THE ORIGINAL INDENTURE
SECTION 3.01. Notices. The addresses for the Company and the Additional Guarantors contained in Section 13.04 of the Original Indenture are hereby amended as follows:
| If to the Company and the Additional Guarantors: | Sunoco LP 8111 Westchester Drive, Suite 400 Dallas, TX 75225 Attention: Edward Pak |
ARTICLE IV
ADDITIONAL GUARANTORS
SECTION 4.01. Additional Guarantors. The Additional Guarantors are appearing in this Second Supplemental Indenture to confirm their agreement to be an Additional Guarantor with respect to all obligations of the Company under the Agreement.
[Remainder of Page Intentionally Left Blank]
3
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Second Supplement and Amendment to Indenture of Trust to be executed in their respective corporate names and attested by their duly authorized officers and have caused their corporate seals to be hereunto affixed, all as of the day and year first written above.
| PARISH OF ST. JAMES, STATE OF LOUISIANA | ||
| By: | /s/ Pete Dufresne | |
| Parish President | ||
ATTEST:
| By: | /s/ Linda Hubbell | |
| Secretary, Parish Council |
(SEAL)
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2011]
| SUNOCO LP | ||
| By: | Sunoco GP LLC, its general partner | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| ALOHA PETROLEUM LLC | ||
| By: | /s/ Brian A. Hand | |
| Name: | Brian A. Hand | |
| Title: | President | |
| ALOHA PETROLEUM, LTD. | ||
| By: | the Board of Directors | |
| /s/ Robert S. Hood | ||
| Robert S. Hood | ||
| /s/ Brian A. Hand | ||
| Brian A. Hand | ||
| /s/ Edward S. Pak | ||
| Edward S. Pak | ||
| SUNMARKS, LLC | ||
| By: | Sunoco Retail LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO, LLC | ||
| By: Sunoco LP, its sole member | ||
| By: Sunoco GP LLC, its general partner | ||
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: |
President and Chief Executive Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2011]
| SUNOCO FINANCE CORP. | ||
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO NLR LLC | ||
| SUNOCO MIDSTREAM LLC | ||
| By: | Sunoco Refined Products LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| SUNOCO REFINED PRODUCTS LLC | ||
| SUNOCO RETAIL LLC | ||
| By: | Sunoco, LLC, its sole member | |
| By: | /s/ Joseph Kim | |
| Name: | Joseph Kim | |
| Title: | President and Chief Executive Officer | |
| NUSTAR PIPELINE PARTNERS L.P. | ||
| By: | NuStar Pipeline Company, LLC, its general partner | |
| By: | LegacyStar Services, LLC, its sole member | |
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2011]
| NUSTAR PERMIAN HOLDINGS, LLC | ||
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR LOGISTICS, L.P. | ||
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR ENERGY L.P. | ||
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR PIPELINE OPERATING PARTNERSHIP L.P. | ||
| By: | NuStar Pipeline Company, LLC, its general partner | |
| By: | LegacyStar Services, LLC, its sole member | |
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2011]
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION | ||
| By: | /s/ Felicia H Powell | |
| Authorized Officer | ||
[Signature Page to Second Supplement and Amendment to Indenture of Trust – Series 2011]
Exhibit 10.3
SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT
BY AND BETWEEN
PARISH OF ST. JAMES, STATE OF LOUISIANA
AND
NUSTAR LOGISTICS, L.P.,
DATED AS OF JULY 15, 2024
RELATING TO:
$56,200,000
(ORIGINAL PRINCIPAL AMOUNT)
PARISH OF ST. JAMES, STATE OF LOUISIANA
REVENUE BONDS
(NUSTAR LOGISTICS, L.P. PROJECT)
SERIES 2008
TABLE OF CONTENTS
* * * * * *
| ARTICLE I |
| |||||
| DEFINITIONS AND RULES OF CONSTRUCTION |
| |||||
| SECTION 1.01. |
Definitions | 2 | ||||
| ARTICLE II |
| |||||
| ADDITION OF EXHIBIT E TO THE ORIGINAL AGREEMENT |
| |||||
| SECTION 2.01. |
Addition of Exhibit E | 2 | ||||
| ARTICLE III |
| |||||
| MISCELLANEOUS |
| |||||
| SECTION 3.01. |
Ratification and Confirmation | 2 | ||||
| SECTION 3.02. |
Representations and Warranties of the Issuer | 2 | ||||
| SECTION 3.03. |
Execution and Counterparts | 2 | ||||
| SECTION 3.04. |
Applicable Law | 2 | ||||
| SECTION 3.05. |
Interdependence with the Original Agreement | 2 | ||||
| SECTION 3.06. |
Severability | 2 | ||||
| SECTION 3.07. |
Dating | 3 | ||||
| SECTION 3.08. |
Indenture | 3 | ||||
| SECTION 3.09. |
Consent of Company | 3 | ||||
| EXHIBIT A | – Additional Guarantors |
* * * * * *
SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT
THIS SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT is made and entered into as of July 15, 2024 (the “Second Supplemental Lease Agreement”) between the PARISH OF ST. JAMES, STATE OF LOUISIANA (the “Issuer”), a political subdivision of the State of Louisiana created and existing under the Constitution and Laws of the State of Louisiana, and NUSTAR LOGISTICS, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Company”);
W I T N E S S E T H :
WHEREAS, pursuant to an Indenture of Trust dated as of June 1, 2008 (the “Original Indenture”, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, collectively, the “Indenture”), by and between the Issuer and the U.S. Bank Trust Company, National Association, a national banking association and successor trustee to U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), the Issuer issued its Revenue Bonds (NuStar Logistics, L.P.) Series 2008 (the “Series 2008 Bonds”) in the original principal amount of $56,200,000, and currently outstanding in the amount of $55,440,000, for the purpose of financing the cost of acquisition, construction and installation of an addition of approximately 1.4 million barrels of crude storage capacity comprised of four (4) tanks with approximately 350,000 shell barrels each; piping to connect the new tanks to existing tanks, docks and third-party pipelines; a marine vapor combustor; roads; electrical work; fire protection and dikes located at the NuStar St. James Terminal on the west bank of the Mississippi River at mile marker 159.9 in the Parish of St. James, Louisiana (the “Project”) and, pursuant to a Lease Agreement dated as of June 1, 2008 (the “Original Agreement”), as amended and supplemented by the First Supplemental Lease Agreement, by and between the Issuer and the Company, the Issuer leased the Project to the Company; and
WHEREAS, the Company desires to add Sunoco LP and additional entities as additional guarantors of the Series 2008 Bonds which necessitates the execution and delivery of certain amendatory documents, including but not limited to this Second Supplemental Lease Agreement; and
WHEREAS, Section 12.01 of the Original Indenture provides that the Original Agreement may be amended to make revisions thereto in connection with a supplement to the Indenture as provided in Section 11.01(c) of the Indenture; and
WHEREAS, the Trustee and the Issuer have consented to the amendment of the Original Agreement for the purpose of revising certain provisions, including but not limited to adding Sunoco LP and additional entities as additional guarantors of the Series 2008 Bonds; and
WHEREAS, the Original Indenture is being supplemented and amended on the date hereof; and
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual benefits, covenants and agreements herein expressed, the Issuer, the Company, and the Guarantors hereby agree as follows:
1
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. Definitions. The following terms are added as defined terms or are amendments to defined terms used in the Original Agreement:
“Additional Guarantors” means Sunoco LP, a Delaware limited partnership, and the additional guarantors listed on Exhibit A to this Second Supplemental Lease Agreement, until a successor Additional Guarantor shall have become such pursuant to the applicable provisions of the Guarantees, and thereafter “Additional Guarantors” shall mean or include each Person who is then an Additional Guarantor thereunder.
“Agreement” means the Original Agreement, as amended by the First Supplemental Lease Agreement and this Second Supplemental Lease Agreement, and any amendments and supplements thereto.
“Indenture” means the Original Indenture, as amended by the First Supplemental Indenture and the Second Supplemental Indenture, and any amendments and supplements thereto.
“Second Supplemental Indenture” means the Second Supplement and Amendment to Indenture of Trust dated as of July 15, 2024 between the Issuer and the Trustee.
“Second Supplemental Lease Agreement” means this Second Supplement and Amendment to Lease Agreement dated as of July 15, 2024 between the Issuer and the Company.
ARTICLE II
ADDITION OF EXHIBIT E TO THE ORIGINAL AGREEMENT
SECTION 2.01. Addition of Exhibit E. Exhibit A of this Second Supplemental Lease Agreement is hereby added to the Original Agreement as Exhibit E.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Ratification and Confirmation. Except as expressly modified by this Second Supplemental Lease Agreement, the Original Agreement in all other respects is hereby ratified and confirmed and shall remain in full force and effect.
SECTION 3.02. Representations and Warranties of the Issuer. The representations and warranties of the Issuer and the Company set forth in the Agreement are hereby confirmed as of the date of this Second Supplemental Lease Agreement.
SECTION 3.03. Execution and Counterparts. This Second Supplemental Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 3.04. Applicable Law. This Second Supplemental Lease Agreement is prepared and entered into with the intention that the law of the State of Louisiana shall govern its construction.
SECTION 3.05. Interdependence with the Original Agreement. Upon the execution of this Second Supplemental Lease Agreement, the Original Agreement shall be modified in accordance herewith, and this Second Supplemental Lease Agreement shall form a part of the Original Agreement for all purposes. Any default by the Company under the Original Agreement shall be deemed to be a default under this Second Supplemental Lease Agreement as well, and vice versa.
SECTION 3.06. Severability. If any clause, paragraph or part of this Second Supplemental Lease Agreement for any reason shall be finally adjudged by any court of competent jurisdiction to be unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remainder of this Second Supplemental Lease Agreement but shall be confined in its operation to the clause, sentence, paragraph, or any part thereof directly involved in the controversy in which such judgment has been rendered.
2
SECTION 3.07. Dating. The dating of this Second Supplemental Lease Agreement is intended as and for the convenience of identification of this Second Supplemental Lease Agreement and is not intended to indicate that this Second Supplemental Lease Agreement was executed and delivered on said date. This Second Supplemental Lease Agreement was executed and delivered and became effective on July 15, 2024.
SECTION 3.08. Indenture. All references in the Agreement to the Indenture shall mean and include the Second Supplemental Indenture as defined herein in Section 1.01.
SECTION 3.09. Consent of Company. Pursuant to Section 11.03 of the Original Indenture, the Company hereby consents to the execution and delivery of the Second Supplemental Indenture.
[Remainder of Page Intentionally Left Blank]
3
IN WITNESS WHEREOF, the Issuer, the Company, and the Guarantors have caused this Second Supplement and Amendment to Lease Agreement to be executed in their respective names and attested by their duly authorized officers and have caused their seals to be hereunto affixed, all as of the day and year first written above.
| PARISH OF ST. JAMES, STATE OF LOUISIANA | ||
| By: | /s/ Pete Dufresne | |
| Parish President | ||
| ATTEST: | ||
| By: | /s/ Linda Hubbell | |
| Secretary, Parish Council | ||
(SEAL)
[Signature Page to Second Supplement and Amendment to Lease Agreement – Series 2008]
| NUSTAR LOGISTICS, L.P. | ||
| By: Riverwalk Logistics, L.P., its general partner | ||
| By: NuStar GP, LLC, its general partner | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR ENERGY L.P. | ||
| By: Riverwalk Logistics, L.P., its general partner | ||
| By: NuStar GP, LLC, its general partner | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR PIPELINE OPERATING PARTNERSHIP L.P. | ||
| By: NuStar Pipeline Company, LLC, its general partner | ||
| By: LegacyStar Services, LLC, its sole member | ||
| By: NuStar Logistics, L.P., its sole member | ||
| By: Riverwalk Logistics, L.P., its sole member | ||
| By: NuStar GP, LLC, its general partner | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Lease Agreement – Series 2008]
EXHIBIT A
ADDITIONAL GUARANTORS
Sunoco LP, a Delaware limited partnership.
Aloha Petroleum LLC, a Delaware limited liability company.
Aloha Petroleum, Ltd., a Hawaii corporation.
Sunmarks, LLC, a Delaware limited liability company.
Sunoco, LLC, a Delaware limited liability company.
Sunoco Midstream LLC, a Delaware limited liability company.
Sunoco Finance Corp., a Delaware corporation.
Sunoco NLR LLC, a Delaware limited liability company.
Sunoco Refined Products LLC, a Delaware limited liability company.
Sunoco Retail LLC, a Pennsylvania limited liability company.
NuStar Energy L.P., a Delaware limited partnership.
NuStar Logistics, L.P., a Delaware limited partnership.
NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership.
NuStar Pipeline Partners L.P., a Delaware limited partnership.
NuStar Permian Holdings, LLC, a Delaware limited liability company.
Exhibit 10.6
SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT
BY AND BETWEEN
PARISH OF ST. JAMES, STATE OF LOUISIANA
AND
NUSTAR LOGISTICS, L.P.,
DATED AS OF JULY 15, 2024
RELATING TO:
$100,000,000
(ORIGINAL PRINCIPAL AMOUNT)
PARISH OF ST. JAMES, STATE OF LOUISIANA
REVENUE BONDS
(NUSTAR LOGISTICS, L.P. PROJECT)
SERIES 2010
TABLE OF CONTENTS
* * * * * *
| ARTICLE I |
| |||||
| DEFINITIONS AND RULES OF CONSTRUCTION |
| |||||
| SECTION 1.01. |
Definitions | 1 | ||||
| ARTICLE II |
| |||||
| ADDITION OF EXHIBIT E TO THE ORIGINAL AGREEMENT |
| |||||
| SECTION 2.01. |
Addition of Exhibit E | 2 | ||||
| ARTICLE III |
| |||||
| MISCELLANEOUS |
| |||||
| SECTION 3.01. |
Ratification and Confirmation | 2 | ||||
| SECTION 3.02. |
Representations and Warranties of the Issuer | 2 | ||||
| SECTION 3.03. |
Execution and Counterparts | 2 | ||||
| SECTION 3.04. |
Applicable Law | 2 | ||||
| SECTION 3.05. |
Interdependence with the Original Agreement | 2 | ||||
| SECTION 3.06. |
Severability | 2 | ||||
| SECTION 3.07. |
Dating | 3 | ||||
| SECTION 3.08. |
Indenture | 3 | ||||
| SECTION 3.09. |
Consent of Company | 3 | ||||
EXHIBIT A – Additional Guarantors
* * * * * *
SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT
THIS SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT is made and entered into as of July 15, 2024 (the “Second Supplemental Lease Agreement”) between the PARISH OF ST. JAMES, STATE OF LOUISIANA (the “Issuer”), a political subdivision of the State of Louisiana created and existing under the Constitution and Laws of the State of Louisiana, and NUSTAR LOGISTICS, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Company”);
W I T N E S S E T H :
WHEREAS, pursuant to an Indenture of Trust dated as of July 1, 2010 (the “Original Indenture”, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, collectively, the “Indenture”), by and between the Issuer and the U.S. Bank Trust Company, National Association, a national banking association and successor trustee to U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), the Issuer issued its Revenue Bonds (NuStar Logistics, L.P.) Series 2010 (the “Series 2010 Bonds”) in the original principal amount of $100,000,000, all of which are currently outstanding, for the purpose of acquiring, constructing and installing an addition of approximately 3 million barrels of crude storage capacity comprised of 4 tanks with approximately 370,000 shell barrels each, 2 tanks with approximately 680,000 shell barrels each and 1 tank with approximately 150,000 shell barrels; piping to connect the new tanks to existing tanks, docks and third-party pipelines; roads; electrical work; fire protection and dikes located at the NuStar St. James Terminal on the west bank of the Mississippi River at mile marker 159.9 in the Parish of St. James, Louisiana (the “Project”) and, pursuant to a Lease Agreement dated as of July 1, 2010 (the “Original Agreement”), as amended and supplemented by the First Supplemental Lease Agreement, by and between the Issuer and the Company, the Issuer leased the Project to the Company; and
WHEREAS, the Company desires to add Sunoco LP and additional entities as additional guarantors of the Series 2010 Bonds which necessitates the execution and delivery of certain amendatory documents, including but not limited to this Second Supplemental Lease Agreement; and
WHEREAS, Section 12.01 of the Original Indenture provides that the Original Agreement may be amended to make revisions thereto in connection with a supplement to the Indenture as provided in Section 11.01(c) of the Indenture; and
WHEREAS, the Trustee and the Issuer have consented to the amendment of the Original Agreement for the purpose of revising certain provisions, including but not limited to adding Sunoco LP and additional entities as additional guarantors of the Series 2010 Bonds; and
WHEREAS, the Original Indenture is being supplemented and amended on the date hereof; and
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual benefits, covenants and agreements herein expressed, the Issuer, the Company, and the Guarantors hereby agree as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. Definitions. The following terms are added as defined terms or are amendments to defined terms used in the Original Agreement:
1
“Additional Guarantors” means Sunoco LP, a Delaware limited partnership, and the additional guarantors listed on Exhibit A to this Second Supplemental Lease Agreement, until a successor Additional Guarantor shall have become such pursuant to the applicable provisions of the Guarantees, and thereafter “Additional Guarantors” shall mean or include each Person who is then an Additional Guarantor thereunder.
“Agreement” means the Original Agreement, as amended by the First Supplemental Lease Agreement and this Second Supplemental Lease Agreement, and any amendments and supplements thereto.
“Indenture” means the Original Indenture, as amended by the First Supplemental Indenture and the Second Supplemental Indenture, and any amendments and supplements thereto.
“Second Supplemental Indenture” means the Second Supplement and Amendment to Indenture of Trust dated as of July 15, 2024 between the Issuer and the Trustee.
“Second Supplemental Lease Agreement” means this Second Supplement and Amendment to Lease Agreement dated as of July 15, 2024 between the Issuer and the Company.
ARTICLE II
ADDITION OF EXHIBIT E TO THE ORIGINAL AGREEMENT
SECTION 2.01. Addition of Exhibit E. Exhibit A of this Second Supplemental Lease Agreement is hereby added to the Original Agreement as Exhibit E.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Ratification and Confirmation. Except as expressly modified by this Second Supplemental Lease Agreement, the Original Agreement in all other respects is hereby ratified and confirmed and shall remain in full force and effect.
SECTION 3.02. Representations and Warranties of the Issuer. The representations and warranties of the Issuer and the Company set forth in the Agreement are hereby confirmed as of the date of this Second Supplemental Lease Agreement.
SECTION 3.03. Execution and Counterparts. This Second Supplemental Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 3.04. Applicable Law. This Second Supplemental Lease Agreement is prepared and entered into with the intention that the law of the State of Louisiana shall govern its construction.
SECTION 3.05. Interdependence with the Original Agreement. Upon the execution of this Second Supplemental Lease Agreement, the Original Agreement shall be modified in accordance herewith, and this Second Supplemental Lease Agreement shall form a part of the Original Agreement for all purposes. Any default by the Company under the Original Agreement shall be deemed to be a default under this Second Supplemental Lease Agreement as well, and vice versa.
SECTION 3.06. Severability. If any clause, paragraph or part of this Second Supplemental Lease Agreement for any reason shall be finally adjudged by any court of competent jurisdiction to be unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remainder of this Second Supplemental Lease Agreement but shall be confined in its operation to the clause, sentence, paragraph, or any part thereof directly involved in the controversy in which such judgment has been rendered.
2
SECTION 3.07. Dating. The dating of this Second Supplemental Lease Agreement is intended as and for the convenience of identification of this Second Supplemental Lease Agreement and is not intended to indicate that this Second Supplemental Lease Agreement was executed and delivered on said date. This Second Supplemental Lease Agreement was executed and delivered and became effective on July 15, 2024.
SECTION 3.08. Indenture. All references in the Agreement to the Indenture shall mean and include the Second Supplemental Indenture as defined herein in Section 1.01.
SECTION 3.09. Consent of Company. Pursuant to Section 11.03 of the Original Indenture, the Company hereby consents to the execution and delivery of the Second Supplemental Indenture.
[Remainder of Page Intentionally Left Blank]
3
IN WITNESS WHEREOF, the Issuer, the Company, and the Guarantors have caused this Second Supplement and Amendment to Lease Agreement to be executed in their respective names and attested by their duly authorized officers and have caused their seals to be hereunto affixed, all as of the day and year first written above.
| PARISH OF ST. JAMES, STATE OF LOUISIANA | ||
| By: | /s/ Pete Dufresne | |
| Parish President | ||
| ATTEST: | ||
| By: | /s/ Linda Hubbell | |
| Secretary, Parish Council | ||
(SEAL)
[Signature Page to Second Supplement and Amendment to Lease Agreement – Series 2010]
| NUSTAR LOGISTICS, L.P. | ||
| By: Riverwalk Logistics, L.P., its general partner | ||
| By: NuStar GP, LLC, its general partner | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR ENERGY L.P. | ||
| By: Riverwalk Logistics, L.P., its general partner | ||
| By: NuStar GP, LLC, its general partner | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR PIPELINE OPERATING PARTNERSHIP L.P. | ||
| By: NuStar Pipeline Company, LLC, its general partner | ||
| By: LegacyStar Services, LLC, its sole member | ||
| By: NuStar Logistics, L.P., its sole member | ||
| By: Riverwalk Logistics, L.P., its sole member | ||
| By: NuStar GP, LLC, its general partner | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Lease Agreement – Series 2010]
EXHIBIT A
ADDITIONAL GUARANTORS
Sunoco LP, a Delaware limited partnership.
Aloha Petroleum LLC, a Delaware limited liability company.
Aloha Petroleum, Ltd., a Hawaii corporation.
Sunmarks, LLC, a Delaware limited liability company.
Sunoco, LLC, a Delaware limited liability company.
Sunoco Midstream LLC, a Delaware limited liability company.
Sunoco Finance Corp., a Delaware corporation.
Sunoco NLR LLC, a Delaware limited liability company.
Sunoco Refined Products LLC, a Delaware limited liability company.
Sunoco Retail LLC, a Pennsylvania limited liability company.
NuStar Energy L.P., a Delaware limited partnership.
NuStar Logistics, L.P., a Delaware limited partnership.
NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership.
NuStar Pipeline Partners L.P., a Delaware limited partnership.
NuStar Permian Holdings, LLC, a Delaware limited liability company.
Exhibit 10.9
SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT
BY AND BETWEEN
PARISH OF ST. JAMES, STATE OF LOUISIANA
AND
NUSTAR LOGISTICS, L.P.,
DATED AS OF JULY 15, 2024
RELATING TO:
$50,000,000
(ORIGINAL PRINCIPAL AMOUNT)
PARISH OF ST. JAMES, STATE OF LOUISIANA
REVENUE BONDS
(NUSTAR LOGISTICS, L.P. PROJECT)
SERIES 2010A
TABLE OF CONTENTS
* * * * * *
| ARTICLE I |
| |||||
| DEFINITIONS AND RULES OF CONSTRUCTION |
| |||||
| SECTION 1.01. |
Definitions | 1 | ||||
| ARTICLE II |
| |||||
| ADDITION OF EXHIBIT E TO THE ORIGINAL AGREEMENT |
| |||||
| SECTION 2.01. |
Addition of Exhibit E | 2 | ||||
| ARTICLE III |
| |||||
| MISCELLANEOUS |
| |||||
| SECTION 3.01. |
Ratification and Confirmation | 2 | ||||
| SECTION 3.02. |
Representations and Warranties of the Issuer | 2 | ||||
| SECTION 3.03. |
Execution and Counterparts | 2 | ||||
| SECTION 3.04. |
Applicable Law | 2 | ||||
| SECTION 3.05. |
Interdependence with the Original Agreement | 2 | ||||
| SECTION 3.06. |
Severability | 2 | ||||
| SECTION 3.07. |
Dating | 3 | ||||
| SECTION 3.08. |
Indenture | 3 | ||||
| SECTION 3.09. |
Consent of Company | 3 | ||||
EXHIBIT A – Additional Guarantors
* * * * * *
SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT
THIS SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT is made and entered into as of July 15, 2024 (the “Second Supplemental Lease Agreement”) between the PARISH OF ST. JAMES, STATE OF LOUISIANA (the “Issuer”), a political subdivision of the State of Louisiana created and existing under the Constitution and Laws of the State of Louisiana, and NUSTAR LOGISTICS, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Company”);
W I T N E S S E T H :
WHEREAS, pursuant to an Indenture of Trust dated as of October 1, 2010 (the “Original Indenture”, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, collectively, the “Indenture”), by and between the Issuer and the U.S. Bank Trust Company, National Association, a national banking association and successor trustee to U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), the Issuer issued its Revenue Bonds (NuStar Logistics, L.P.) Series 2010A (the “Series 2010A Bonds”) in the original principal amount of $50,000,000, and currently outstanding in the amount of $43,300,000, for the purpose of financing the cost of acquiring, constructing and installing 3 tanks; piping to connect the new tanks to existing tanks, docks and third-party pipelines; a new dock; and unit train installation located at the NuStar St. James Terminal on the west bank of the Mississippi River at mile marker 159.9 in the Parish of St. James, Louisiana, constituting nonresidential real property to be located in the geographical limits of St. James Parish in the Gulf Opportunity Zone as provided in the Gulf Opportunity Zone Act of 2005 (the “Project”) and, pursuant to a Lease Agreement dated as of October 1, 2010 (the “Original Agreement”), as amended and supplemented by the First Supplemental Lease Agreement, by and between the Issuer and the Company, the Issuer leased the Project to the Company; and
WHEREAS, the Company desires to add Sunoco LP and additional entities as additional guarantors of the Series 2010A Bonds which necessitates the execution and delivery of certain amendatory documents, including but not limited to this Second Supplemental Lease Agreement; and
WHEREAS, Section 12.01 of the Original Indenture provides that the Original Agreement may be amended to make revisions thereto in connection with a supplement to the Indenture as provided in Section 11.01(c) of the Indenture; and
WHEREAS, the Trustee and the Issuer have consented to the amendment of the Original Agreement for the purpose of revising certain provisions, including but not limited to adding Sunoco LP and additional entities as additional guarantors of the Series 2010A Bonds; and
WHEREAS, the Original Indenture is being supplemented and amended on the date hereof; and
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual benefits, covenants and agreements herein expressed, the Issuer, the Company, and the Guarantors hereby agree as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. Definitions. The following terms are added as defined terms or are amendments to defined terms used in the Original Agreement:
1
“Additional Guarantors” means Sunoco LP, a Delaware limited partnership, and the additional guarantors listed on Exhibit A to this Second Supplemental Lease Agreement, until a successor Additional Guarantor shall have become such pursuant to the applicable provisions of the Guarantees, and thereafter “Additional Guarantors” shall mean or include each Person who is then an Additional Guarantor thereunder.
“Agreement” means the Original Agreement, as amended by the First Supplemental Lease Agreement and this Second Supplemental Lease Agreement, and any amendments and supplements thereto.
“Indenture” means the Original Indenture, as amended by the First Supplemental Indenture and the Second Supplemental Indenture, and any amendments and supplements thereto.
“Second Supplemental Indenture” means the Second Supplement and Amendment to Indenture of Trust dated as of July 15, 2024 between the Issuer and the Trustee.
“Second Supplemental Lease Agreement” means this Second Supplement and Amendment to Lease Agreement dated as of July 15, 2024 between the Issuer and the Company.
ARTICLE II
ADDITION OF EXHIBIT E TO THE ORIGINAL AGREEMENT
SECTION 2.01. Addition of Exhibit E. Exhibit A of this Second Supplemental Lease Agreement is hereby added to the Original Agreement as Exhibit E.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Ratification and Confirmation. Except as expressly modified by this Second Supplemental Lease Agreement, the Original Agreement in all other respects is hereby ratified and confirmed and shall remain in full force and effect.
SECTION 3.02. Representations and Warranties of the Issuer. The representations and warranties of the Issuer and the Company set forth in the Agreement are hereby confirmed as of the date of this Second Supplemental Lease Agreement.
SECTION 3.03. Execution and Counterparts. This Second Supplemental Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 3.04. Applicable Law. This Second Supplemental Lease Agreement is prepared and entered into with the intention that the law of the State of Louisiana shall govern its construction.
SECTION 3.05. Interdependence with the Original Agreement. Upon the execution of this Second Supplemental Lease Agreement, the Original Agreement shall be modified in accordance herewith, and this Second Supplemental Lease Agreement shall form a part of the Original Agreement for all purposes. Any default by the Company under the Original Agreement shall be deemed to be a default under this Second Supplemental Lease Agreement as well, and vice versa.
SECTION 3.06. Severability. If any clause, paragraph or part of this Second Supplemental Lease Agreement for any reason shall be finally adjudged by any court of competent jurisdiction to be unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remainder of this Second Supplemental Lease Agreement but shall be confined in its operation to the clause, sentence, paragraph, or any part thereof directly involved in the controversy in which such judgment has been rendered.
2
SECTION 3.07. Dating. The dating of this Second Supplemental Lease Agreement is intended as and for the convenience of identification of this Second Supplemental Lease Agreement and is not intended to indicate that this Second Supplemental Lease Agreement was executed and delivered on said date. This Second Supplemental Lease Agreement was executed and delivered and became effective on July 15, 2024.
SECTION 3.08. Indenture. All references in the Agreement to the Indenture shall mean and include the Second Supplemental Indenture as defined herein in Section 1.01.
SECTION 3.09. Consent of Company. Pursuant to Section 11.03 of the Original Indenture, the Company hereby consents to the execution and delivery of the Second Supplemental Indenture.
[Remainder of Page Intentionally Left Blank]
3
IN WITNESS WHEREOF, the Issuer, the Company, and the Guarantors have caused this Second Supplement and Amendment to Lease Agreement to be executed in their respective names and attested by their duly authorized officers and have caused their seals to be hereunto affixed, all as of the day and year first written above.
| PARISH OF ST. JAMES, STATE OF LOUISIANA | ||
| By: | /s/ Pete Dufresne | |
| Parish President | ||
| ATTEST: | ||
| By: | /s/ Linda Hubbell | |
| Secretary, Parish Council | ||
(SEAL)
[Signature Page to Second Supplement and Amendment to Lease Agreement – Series 2010A]
| NUSTAR LOGISTICS, L.P. | ||
| By: Riverwalk Logistics, L.P., its general partner | ||
| By: NuStar GP, LLC, its general partner | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR ENERGY L.P. | ||
| By: Riverwalk Logistics, L.P., its general partner | ||
| By: NuStar GP, LLC, its general partner | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR PIPELINE OPERATING PARTNERSHIP L.P. | ||
| By: NuStar Pipeline Company, LLC, its general partner | ||
| By: LegacyStar Services, LLC, its sole member | ||
| By: NuStar Logistics, L.P., its sole member | ||
| By: Riverwalk Logistics, L.P., its sole member | ||
| By: NuStar GP, LLC, its general partner | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Lease Agreement – Series 2010A]
EXHIBIT A
ADDITIONAL GUARANTORS
Sunoco LP, a Delaware limited partnership.
Aloha Petroleum LLC, a Delaware limited liability company.
Aloha Petroleum, Ltd., a Hawaii corporation.
Sunmarks, LLC, a Delaware limited liability company.
Sunoco, LLC, a Delaware limited liability company.
Sunoco Midstream LLC, a Delaware limited liability company.
Sunoco Finance Corp., a Delaware corporation.
Sunoco NLR LLC, a Delaware limited liability company.
Sunoco Refined Products LLC, a Delaware limited liability company.
Sunoco Retail LLC, a Pennsylvania limited liability company.
NuStar Energy L.P., a Delaware limited partnership.
NuStar Logistics, L.P., a Delaware limited partnership.
NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership.
NuStar Pipeline Partners L.P., a Delaware limited partnership.
NuStar Permian Holdings, LLC, a Delaware limited liability company.
Exhibit 10.12
SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT
BY AND BETWEEN
PARISH OF ST. JAMES, STATE OF LOUISIANA
AND
NUSTAR LOGISTICS, L.P.,
DATED AS OF JULY 15, 2024
RELATING TO:
$85,000,000
(ORIGINAL PRINCIPAL AMOUNT)
PARISH OF ST. JAMES, STATE OF LOUISIANA
REVENUE BONDS
(NUSTAR LOGISTICS, L.P. PROJECT)
SERIES 2010B
TABLE OF CONTENTS
* * * * * *
| ARTICLE I | ||||||
| DEFINITIONS AND RULES OF CONSTRUCTION | ||||||
| SECTION 1.01. |
Definitions | 1 | ||||
| ARTICLE II | ||||||
| ADDITION OF EXHIBIT E TO THE ORIGINAL AGREEMENT | ||||||
| SECTION 2.01. |
Addition of Exhibit E | 2 | ||||
| ARTICLE III | ||||||
| MISCELLANEOUS | ||||||
| SECTION 3.01. |
Ratification and Confirmation | 2 | ||||
| SECTION 3.02. |
Representations and Warranties of the Issuer | 2 | ||||
| SECTION 3.03. |
Execution and Counterparts | 2 | ||||
| SECTION 3.04. |
Applicable Law | 2 | ||||
| SECTION 3.05. |
Interdependence with the Original Agreement | 2 | ||||
| SECTION 3.06. |
Severability | 2 | ||||
| SECTION 3.07. |
Dating | 3 | ||||
| SECTION 3.08. |
Indenture | 3 | ||||
| SECTION 3.09. |
Consent of Company | 3 | ||||
| EXHIBIT A – Additional Guarantors |
||||||
* * * * * *
SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT
THIS SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT is made and entered into as of July 15, 2024 (the “Second Supplemental Lease Agreement”) between the PARISH OF ST. JAMES, STATE OF LOUISIANA (the “Issuer”), a political subdivision of the State of Louisiana created and existing under the Constitution and Laws of the State of Louisiana, and NUSTAR LOGISTICS, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Company”);
W I T N E S S E T H :
WHEREAS, pursuant to an Indenture of Trust dated as of December 1, 2010 (the “Original Indenture”, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, collectively, the “Indenture”), by and between the Issuer and the U.S. Bank Trust Company, National Association, a national banking association and successor trustee to U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), the Issuer issued its Revenue Bonds (NuStar Logistics, L.P.) Series 2010B (the “Series 2010B Bonds”) in the original principal amount of $85,000,000, and currently outstanding in the amount of $48,400,000, for the purpose of financing a portion of the cost of acquiring, constructing and installing an addition of approximately 4.8 million barrels of additional storage capacity comprised of approximately twenty-four (24) tanks ranging in capacity from 90,000 to 363,000 shell barrels; and new tank lines, pumps and manifolds for new tanks located at the NuStar St. James Terminal on the west bank of the Mississippi River at mile marker 159.9 in the Parish of St. James, Louisiana, constituting nonresidential real property to be located in the geographical limits of St. James Parish in the Gulf Opportunity Zone as provided in the Gulf Opportunity Zone Act of 2005 (the “Project”) and, pursuant to a Lease Agreement dated as of December 1, 2010 (the “Original Agreement”), as amended and supplemented by the First Supplemental Lease Agreement, by and between the Issuer and the Company, the Issuer leased the Project to the Company; and
WHEREAS, the Company desires to add Sunoco LP and additional entities as additional guarantors of the Series 2010B Bonds which necessitates the execution and delivery of certain amendatory documents, including but not limited to this Second Supplemental Lease Agreement; and
WHEREAS, Section 12.01 of the Original Indenture provides that the Original Agreement may be amended to make revisions thereto in connection with a supplement to the Indenture as provided in Section 11.01(c) of the Indenture; and
WHEREAS, the Trustee and the Issuer have consented to the amendment of the Original Agreement for the purpose of revising certain provisions, including but not limited to adding Sunoco LP and additional entities as additional guarantors of the Series 2010B Bonds; and
WHEREAS, the Original Indenture is being supplemented and amended on the date hereof; and
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual benefits, covenants and agreements herein expressed, the Issuer, the Company, and the Guarantors hereby agree as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. Definitions. The following terms are added as defined terms or are amendments to defined terms used in the Original Agreement:
“Additional Guarantors” means Sunoco LP, a Delaware limited partnership, and the additional guarantors listed on Exhibit A to this Second Supplemental Lease Agreement, until a successor Additional Guarantor shall have become such pursuant to the applicable provisions of the Guarantees, and thereafter “Additional Guarantors” shall mean or include each Person who is then an Additional Guarantor thereunder.
1
“Agreement” means the Original Agreement, as amended by the First Supplemental Lease Agreement and this Second Supplemental Lease Agreement, and any amendments and supplements thereto.
“Indenture” means the Original Indenture, as amended by the First Supplemental Indenture and the Second Supplemental Indenture, and any amendments and supplements thereto.
“Second Supplemental Indenture” means the Second Supplement and Amendment to Indenture of Trust dated as of July 15, 2024 between the Issuer and the Trustee.
“Second Supplemental Lease Agreement” means this Second Supplement and Amendment to Lease Agreement dated as of July 15, 2024 between the Issuer and the Company.
ARTICLE II
ADDITION OF EXHIBIT E TO THE ORIGINAL AGREEMENT
SECTION 2.01. Addition of Exhibit E. Exhibit A of this Second Supplemental Lease Agreement is hereby added to the Original Agreement as Exhibit E.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Ratification and Confirmation. Except as expressly modified by this Second Supplemental Lease Agreement, the Original Agreement in all other respects is hereby ratified and confirmed and shall remain in full force and effect.
SECTION 3.02. Representations and Warranties of the Issuer. The representations and warranties of the Issuer and the Company set forth in the Agreement are hereby confirmed as of the date of this Second Supplemental Lease Agreement.
SECTION 3.03. Execution and Counterparts. This Second Supplemental Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 3.04. Applicable Law. This Second Supplemental Lease Agreement is prepared and entered into with the intention that the law of the State of Louisiana shall govern its construction.
SECTION 3.05. Interdependence with the Original Agreement. Upon the execution of this Second Supplemental Lease Agreement, the Original Agreement shall be modified in accordance herewith, and this Second Supplemental Lease Agreement shall form a part of the Original Agreement for all purposes. Any default by the Company under the Original Agreement shall be deemed to be a default under this Second Supplemental Lease Agreement as well, and vice versa.
SECTION 3.06. Severability. If any clause, paragraph or part of this Second Supplemental Lease Agreement for any reason shall be finally adjudged by any court of competent jurisdiction to be unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remainder of this Second Supplemental Lease Agreement but shall be confined in its operation to the clause, sentence, paragraph, or any part thereof directly involved in the controversy in which such judgment has been rendered.
2
SECTION 3.07. Dating. The dating of this Second Supplemental Lease Agreement is intended as and for the convenience of identification of this Second Supplemental Lease Agreement and is not intended to indicate that this Second Supplemental Lease Agreement was executed and delivered on said date. This Second Supplemental Lease Agreement was executed and delivered and became effective on July 15, 2024.
SECTION 3.08. Indenture. All references in the Agreement to the Indenture shall mean and include the Second Supplemental Indenture as defined herein in Section 1.01.
SECTION 3.09. Consent of Company. Pursuant to Section 11.03 of the Original Indenture, the Company hereby consents to the execution and delivery of the Second Supplemental Indenture.
[Remainder of Page Intentionally Left Blank]
3
IN WITNESS WHEREOF, the Issuer, the Company, and the Guarantors have caused this Second Supplement and Amendment to Lease Agreement to be executed in their respective names and attested by their duly authorized officers and have caused their seals to be hereunto affixed, all as of the day and year first written above.
| PARISH OF ST. JAMES, STATE OF LOUISIANA | ||
| By: | /s/ Pete Dufresne | |
| Parish President | ||
| ATTEST: | ||
| By: | /s/ Linda Hubbell | |
| Secretary, Parish Council | ||
(SEAL)
[Signature Page to Second Supplement and Amendment to Lease Agreement – Series 2010B]
| NUSTAR LOGISTICS, L.P. | ||
| By: Riverwalk Logistics, L.P., its general partner | ||
| By: NuStar GP, LLC, its general partner | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR ENERGY L.P. | ||
| By: Riverwalk Logistics, L.P., its general partner | ||
| By: NuStar GP, LLC, its general partner | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR PIPELINE OPERATING PARTNERSHIP L.P. | ||
| By: NuStar Pipeline Company, LLC, its general partner | ||
| By: LegacyStar Services, LLC, its sole member | ||
| By: NuStar Logistics, L.P., its sole member | ||
| By: Riverwalk Logistics, L.P., its sole member | ||
| By: NuStar GP, LLC, its general partner | ||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Lease Agreement – Series 2010B]
EXHIBIT A
ADDITIONAL GUARANTORS
Sunoco LP, a Delaware limited partnership.
Aloha Petroleum LLC, a Delaware limited liability company.
Aloha Petroleum, Ltd., a Hawaii corporation.
Sunmarks, LLC, a Delaware limited liability company.
Sunoco, LLC, a Delaware limited liability company.
Sunoco Midstream LLC, a Delaware limited liability company.
Sunoco Finance Corp., a Delaware corporation.
Sunoco NLR LLC, a Delaware limited liability company.
Sunoco Refined Products LLC, a Delaware limited liability company.
Sunoco Retail LLC, a Pennsylvania limited liability company.
NuStar Energy L.P., a Delaware limited partnership.
NuStar Logistics, L.P., a Delaware limited partnership.
NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership.
NuStar Pipeline Partners L.P., a Delaware limited partnership.
NuStar Permian Holdings, LLC, a Delaware limited liability company.
Exhibit 10.15
SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT
BY AND BETWEEN
PARISH OF ST. JAMES, STATE OF LOUISIANA
AND
NUSTAR LOGISTICS, L.P.,
DATED AS OF JULY 15, 2024
RELATING TO:
$75,000,000
(ORIGINAL PRINCIPAL AMOUNT)
PARISH OF ST. JAMES, STATE OF LOUISIANA
REVENUE BONDS
(NUSTAR LOGISTICS, L.P. PROJECT)
SERIES 2011
TABLE OF CONTENTS
* * * * * *
| ARTICLE I | ||||||
| DEFINITIONS AND RULES OF CONSTRUCTION | ||||||
| SECTION 1.01. |
Definitions | 2 | ||||
| ARTICLE II | ||||||
| ADDITION OF EXHIBIT E TO THE ORIGINAL AGREEMENT | ||||||
| SECTION 2.01. |
Addition of Exhibit E | 2 | ||||
| ARTICLE III | ||||||
| MISCELLANEOUS | ||||||
| SECTION 3.01. |
Ratification and Confirmation | 2 | ||||
| SECTION 3.02. |
Representations and Warranties of the Issuer | 2 | ||||
| SECTION 3.03. |
Execution and Counterparts | 2 | ||||
| SECTION 3.04. |
Applicable Law | 2 | ||||
| SECTION 3.05. |
Interdependence with the Original Agreement | 2 | ||||
| SECTION 3.06. |
Severability | 3 | ||||
| SECTION 3.07. |
Dating | 3 | ||||
| SECTION 3.08. |
Indenture | 3 | ||||
| SECTION 3.09. |
Consent of Company | 3 | ||||
EXHIBIT A – Additional Guarantors
* * * * * *
i
SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT
THIS SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT is made and entered into as of July 15, 2024 (the “Second Supplemental Lease Agreement”) between the PARISH OF ST. JAMES, STATE OF LOUISIANA (the “Issuer”), a political subdivision of the State of Louisiana created and existing under the Constitution and Laws of the State of Louisiana, and NUSTAR LOGISTICS, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Company”);
W I T N E S S E T H :
WHEREAS, pursuant to an Indenture of Trust dated as of August 1, 2011 (the “Original Indenture”, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, collectively, the “Indenture”), by and between the Issuer and the U.S. Bank Trust Company, National Association, a national banking association and successor trustee to U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), the Issuer issued its Revenue Bonds (NuStar Logistics, L.P.) Series 2011 (the “Series 2011 Bonds”) in the original principal amount of $75,000,000, all of which are currently outstanding, for the purpose of financing a portion of the cost of acquiring, constructing and installing an addition of approximately 4.8 million barrels of additional storage capacity comprised of approximately twenty-four (24) tanks ranging in capacity from 90,000 to 363,000 shell barrels; and new tank lines, pumps and manifolds for new tanks; and additional rail car off loading facilities, all located at the NuStar St. James Terminal on the west bank of the Mississippi River at mile marker 159.9 in the Parish of St. James, State of Louisiana, constituting nonresidential real property to be located in the geographical limits of St. James Parish in the Gulf Opportunity Zone as provided in the Gulf Opportunity Zone Act of 2005 (the “Project”) and, pursuant to a Lease Agreement dated as of August 1, 2011 (the “Original Agreement”), as amended and supplemented by the First Supplemental Lease Agreement, by and between the Issuer and the Company, the Issuer leased the Project to the Company; and
WHEREAS, the Company desires to add Sunoco LP and additional entities as additional guarantors of the Series 2011 Bonds which necessitates the execution and delivery of certain amendatory documents, including but not limited to this Second Supplemental Lease Agreement; and
WHEREAS, Section 12.01 of the Original Indenture provides that the Original Agreement may be amended to make revisions thereto in connection with a supplement to the Indenture as provided in Section 11.01(c) of the Indenture; and
WHEREAS, the Trustee and the Issuer have consented to the amendment of the Original Agreement for the purpose of revising certain provisions, including but not limited to adding Sunoco LP and additional entities as additional guarantors of the Series 2011 Bonds; and
WHEREAS, the Original Indenture is being supplemented and amended on the date hereof; and
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual benefits, covenants and agreements herein expressed, the Issuer, the Company, and the Guarantors hereby agree as follows:
1
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. Definitions. The following terms are added as defined terms or are amendments to defined terms used in the Original Agreement:
“Additional Guarantors” means Sunoco LP, a Delaware limited partnership, and the additional guarantors listed on Exhibit A to this Second Supplemental Lease Agreement, until a successor Additional Guarantor shall have become such pursuant to the applicable provisions of the Guarantees, and thereafter “Additional Guarantors” shall mean or include each Person who is then an Additional Guarantor thereunder.
“Agreement” means the Original Agreement, as amended by the First Supplemental Lease Agreement and this Second Supplemental Lease Agreement, and any amendments and supplements thereto.
“Indenture” means the Original Indenture, as amended by the First Supplemental Indenture and the Second Supplemental Indenture, and any amendments and supplements thereto.
“Second Supplemental Indenture” means the Second Supplement and Amendment to Indenture of Trust dated as of July 15, 2024 between the Issuer and the Trustee.
“Second Supplemental Lease Agreement” means this Second Supplement and Amendment to Lease Agreement dated as of July 15, 2024 between the Issuer and the Company.
ARTICLE II
ADDITION OF EXHIBIT E TO THE ORIGINAL AGREEMENT
SECTION 2.01. Addition of Exhibit E. Exhibit A of this Second Supplemental Lease Agreement is hereby added to the Original Agreement as Exhibit E.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Ratification and Confirmation. Except as expressly modified by this Second Supplemental Lease Agreement, the Original Agreement in all other respects is hereby ratified and confirmed and shall remain in full force and effect.
SECTION 3.02. Representations and Warranties of the Issuer. The representations and warranties of the Issuer and the Company set forth in the Agreement are hereby confirmed as of the date of this Second Supplemental Lease Agreement.
SECTION 3.03. Execution and Counterparts. This Second Supplemental Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 3.04. Applicable Law. This Second Supplemental Lease Agreement is prepared and entered into with the intention that the law of the State of Louisiana shall govern its construction.
SECTION 3.05. Interdependence with the Original Agreement. Upon the execution of this Second Supplemental Lease Agreement, the Original Agreement shall be modified in accordance herewith, and this Second Supplemental Lease Agreement shall form a part of the Original Agreement for all purposes. Any default by the Company under the Original Agreement shall be deemed to be a default under this Second Supplemental Lease Agreement as well, and vice versa.
2
SECTION 3.06. Severability. If any clause, paragraph or part of this Second Supplemental Lease Agreement for any reason shall be finally adjudged by any court of competent jurisdiction to be unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remainder of this Second Supplemental Lease Agreement but shall be confined in its operation to the clause, sentence, paragraph, or any part thereof directly involved in the controversy in which such judgment has been rendered.
SECTION 3.07. Dating. The dating of this Second Supplemental Lease Agreement is intended as and for the convenience of identification of this Second Supplemental Lease Agreement and is not intended to indicate that this Second Supplemental Lease Agreement was executed and delivered on said date. This Second Supplemental Lease Agreement was executed and delivered and became effective on July 15, 2024.
SECTION 3.08. Indenture. All references in the Agreement to the Indenture shall mean and include the Second Supplemental Indenture as defined herein in Section 1.01.
SECTION 3.09. Consent of Company. Pursuant to Section 11.03 of the Original Indenture, the Company hereby consents to the execution and delivery of the Second Supplemental Indenture.
[Remainder of Page Intentionally Left Blank]
3
IN WITNESS WHEREOF, the Issuer, the Company, and the Guarantors have caused this Second Supplement and Amendment to Lease Agreement to be executed in their respective names and attested by their duly authorized officers and have caused their seals to be hereunto affixed, all as of the day and year first written above.
| PARISH OF ST. JAMES, STATE OF LOUISIANA | ||
| By: | /s/ Pete Dufresne | |
| Parish President | ||
ATTEST:
| By: | /s/ Linda Hubbell | |
| Secretary, Parish Council |
(SEAL)
[Signature Page to Second Supplement and Amendment to Lease Agreement – Series 2011]
| NUSTAR LOGISTICS, L.P. | ||||
| By: Riverwalk Logistics, L.P., its general partner | ||||
| By: NuStar GP, LLC, its general partner | ||||
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer |
| NUSTAR ENERGY L.P. | ||
| By: | Riverwalk Logistics, L.P., its general partner | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
| NUSTAR PIPELINE OPERATING PARTNERSHIP L.P. | ||
| By: | NuStar Pipeline Company, LLC, its general partner | |
| By: | LegacyStar Services, LLC, its sole member | |
| By: | NuStar Logistics, L.P., its sole member | |
| By: | Riverwalk Logistics, L.P., its sole member | |
| By: | NuStar GP, LLC, its general partner | |
| By: | /s/ Dylan A. Bramhall | |
| Name: | Dylan A. Bramhall | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Supplement and Amendment to Lease Agreement – Series 2011]
EXHIBIT A
ADDITIONAL GUARANTORS
Sunoco LP, a Delaware limited partnership.
Aloha Petroleum LLC, a Delaware limited liability company.
Aloha Petroleum, Ltd., a Hawaii corporation.
Sunmarks, LLC, a Delaware limited liability company.
Sunoco, LLC, a Delaware limited liability company.
Sunoco Midstream LLC, a Delaware limited liability company.
Sunoco Finance Corp., a Delaware corporation.
Sunoco NLR LLC, a Delaware limited liability company.
Sunoco Refined Products LLC, a Delaware limited liability company.
Sunoco Retail LLC, a Pennsylvania limited liability company.
NuStar Energy L.P., a Delaware limited partnership.
NuStar Logistics, L.P., a Delaware limited partnership.
NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership.
NuStar Pipeline Partners L.P., a Delaware limited partnership.
NuStar Permian Holdings, LLC, a Delaware limited liability company.
Document and Entity Information |
Jul. 15, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001552275 |
| Document Type | 8-K |
| Document Period End Date | Jul. 15, 2024 |
| Entity Registrant Name | Sunoco LP |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-35653 |
| Entity Tax Identification Number | 30-0740483 |
| Entity Address, Address Line One | 8111 Westchester Drive |
| Entity Address, Address Line Two | Suite 400 |
| Entity Address, City or Town | Dallas |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 75225 |
| City Area Code | (214) |
| Local Phone Number | 981-0700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Units Representing Limited Partner Interests |
| Trading Symbol | SUN |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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