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E XHIBIT 10.02

 

 

 

A PPLICATION FOR L ETTER OF C REDIT AND

R EIMBURSEMENT A GREEMENT

Between

W ELLS F ARGO B ANK , N ATIONAL A SSOCIATION

and

N U S TAR L OGISTICS , L.P.

Dated as of August 9, 2011

 

 

 


T ABLE OF C ONTENTS

 

SECTION

  

HEADING

  

PAGE

 

A RTICLE  O NE

  

D EFINITIONS

  

 

1

  

Section 1.1.

  

Definitions

  

 

1

  

A RTICLE  T WO

  

L ETTER OF C REDIT

  

 

4

  

Section 2.1.

  

Issuance of Letter of Credit

  

 

4

  

Section 2.2.

  

Letter of Credit Drawings

  

 

4

  

Section 2.3.

  

Reimbursement of Drawings Under the Letter of Credit

  

 

4

  

Section 2.4.

  

Fees

  

 

4

  

Section 2.5.

  

Method and Time of Payment; Etc.

  

 

5

  

Section 2.6.

  

Computation of Interest

  

 

5

  

Section 2.7.

  

Extension of Stated Expiration Date

  

 

5

  

Section 2.8.

  

Amendments upon Extension

  

 

5

  

Section 2.9.

  

Electronic Transmissions

  

 

5

  

Section 2.10.

  

Substitute Credit Facility

  

 

5

  

A RTICLE  T HREE

  

C ONDITIONS P RECEDENT

  

 

6

  

A RTICLE  F OUR

  

R EPRESENTATIONS AND W ARRANTIES

  

 

6

  

A RTICLE  F IVE

  

C OVENANTS

  

 

7

  

Section 5.1.

  

Credit Agreement Covenants

  

 

7

  

Section 5.2.

  

Amendments to Bond Documents

  

 

7

  

A RTICLE  S IX

  

D EFAULTS

  

 

7

  

Section 6.1.

  

Events of Default and Remedies

  

 

7

  

Section 6.2.

  

Remedies

  

 

7

  

A RTICLE  S EVEN

  

M ISCELLANEOUS

  

 

8

  

Section 7.1.

  

No Deductions; Increased Costs

  

 

8

  

Section 7.2.

  

Right of Setoff; Other Collateral

  

 

8

  

Section 7.3.

  

Indemnity

  

 

8

  

Section 7.4.

  

Obligations Absolute

  

 

9

  

Section 7.5.

  

Liability of the Bank

  

 

10

  

Section 7.6.

  

Survival of this Agreement

  

 

11

  

Section 7.7.

  

Modification of this Agreement

  

 

11

  

Section 7.8.

  

Waiver of Rights by the Bank

  

 

12

  

Section 7.9.

  

Severability

  

 

12

  

Section 7.10.

  

Governing Law

  

 

12

  

 

-i-


Section 7.11.

  

Notices

  

 

12

  

Section 7.12.

  

Successors and Assigns

  

 

13

  

Section 7.13.

  

Expenses

  

 

13

  

Section 7.14.

  

Headings

  

 

13

  

Section 7.15.

  

Counterparts

  

 

13

  

Section 7.16.

  

Entire Agreement

  

 

14

  

Section 7.17.

  

Government Regulations

  

 

14

  

Section 7.18.

  

Submission to Jurisdiction; Waiver of Jury Trial

  

 

14

  

Section 7.19.

  

Credit Agreement

  

 

14

  

Section 7.20.

  

Grant of Security Interest in Pledged Bonds

  

 

14

  

 

-ii-


A PPLICATION FOR L ETTER OF C REDIT AND

R EIMBURSEMENT A GREEMENT

A PPLICATION FOR L ETTER OF C REDIT AND R EIMBURSEMENT A GREEMENT , dated as of August 9, 2011 (as may be amended, supplemented or otherwise modified from time to time, this “Agreement” ), is by and between N U S TAR L OGISTICS , L.P., a Delaware limited partnership (including its successors and assigns, the “Applicant” ), and W ELLS F ARGO B ANK , N ATIONAL A SSOCIATION a national banking association (including its successors and assigns, the “Bank” ).

W ITNESSETH :

W HEREAS , the Applicant desires to secure a source of funds to be devoted exclusively to the payment by the Trustee (such term and each other capitalized term used herein having the meaning set forth in Article One hereof), when and as due, of the principal of and interest on the Bonds (or the portion of the Purchase Price (as defined in the Indenture) corresponding to the principal of and interest on the Bonds), and has applied to the Bank for issuance by the Bank of the Letter of Credit in an Original Stated Amount of $76,084,932.

W HEREAS , the Bank has agreed to issue the Letter of Credit subject to the following terms and conditions.

Accordingly, the Applicant and the Bank hereby agree as follows:

A RTICLE  O NE

D EFINITIONS

Section 1.1. Definitions. As used in this Agreement:

“Agreement” - shall have the meaning set forth in the preamble hereto.

“Applicant” - shall have the meaning set forth in the preamble hereto.

“Available Amount” - shall have the meaning set forth in the Letter of Credit.

“Bank” - shall have the meaning set forth in the preamble hereto.

“Bond Documents” - means the Indenture, the Lease Agreement, the Fee Letter, the Remarketing Agreement, each dated as of August 1, 2011, and the Official Statement, dated August 9, 2011 with respect to the Bonds, and the Bonds.

“Bonds” - means the $75,000,000 aggregate principal amount of the Issuer’s Revenue Bonds (NuStar Logistics, L.P. Project) Series 2011.

“Business Day” - shall have the meaning set forth in the Letter of Credit.


“Cap Interest Rate” - shall have the meaning set forth in the Letter of Credit.

“Closing Date” - means the date on which the Letter of Credit is issued.

“Code” - means the Internal Revenue Code of 1986, and any successor statute or statutes thereto.

“Costs” - is defined in Section 7.3 hereof.

“Credit Agreement” - means the 5-year Revolving Credit Agreement dated as of December 10, 2007 among the Applicant, the MLP, the Bank, and the agents and lenders party thereto, as amended by the First Amendment to 5-Year Revolving Credit Agreement dated as of August 18, 2010 and Second Amendment to 5-Year Revolving Credit Agreement dated as of March 7, 2011, and as may be further amended, supplemented or otherwise modified from time to time.

“Drawing Document” - is defined in Section 7.4 hereof.

“Event of Default” - is defined in Section 6.1 hereof.

“Governmental Authority” - means any nation or government, any state, department, agency or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government, and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing.

“Indemnified Person” - is defined in Section 7.3 hereof.

“Indenture” - means the Indenture of Trust dated as of August 1, 2011 between the Issuer and the Trustee, relating to the Bonds, as amended, supplemented or otherwise modified from time to time in accordance with the terms and provisions hereof and thereof.

“Instruction” - is defined in Section 7.3 hereof.

“ISP” or “ISP98” means, International Standby Practices 1998 (International Chamber of Commerce Publication No. 590).

“Issuer” - means the Parish of St. James, State of Louisiana.

Lease Agreement ” - means the Lease Agreement dated as of August 1, 2011 between the Issuer and the Applicant, as amended, supplemented or otherwise modified from time to time in accordance with the terms and provisions hereof and thereof.

 

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“Letter of Credit” - means the irrevocable transferable direct pay letter of credit issued by the Bank for the account of the Applicant in favor of the Trustee, in the form of Appendix I hereto with appropriate insertions, as amended, supplemented or otherwise modified from time to time.

“MLP” - NuStar Energy L.P., a Delaware limited partnership.

“Notice of Extension” - is defined in Section 2.7 hereof.

“Obligations” - means the fees relating to the Letter of Credit, any and all obligations of the Applicant to reimburse the Bank for any drawings under the Letter of Credit, and all other obligations of the Applicant to the Bank arising under or in relation to this Agreement.

“Original Stated Amount” - is defined in Section 2.1 hereof.

“Outstanding” or “Bonds Outstanding” - shall have the meaning set forth in the Indenture.

“Person” - means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

“Pledged Bonds” - shall have the meaning set forth in the Indenture and shall include the Bonds described in Section 7.20 hereof.

“Potential Default” - means an event or condition which, but for the lapse of time or the giving of notice, or both, would constitute an Event of Default.

“Related Documents” - means this Agreement, the Letter of Credit, the Credit Agreement, the Bond Documents, and any other agreement or instrument relating thereto.

“Remarketing Agent” - means SunTrust Robinson Humphrey, Inc., a Tennessee corporation, as Remarketing Agent under the Indenture and the Remarketing Agreement, and its successors and assigns pursuant thereto.

“Remarketing Agreement” - means the Remarketing Agreement dated as of August 1, 2011, between the Remarketing Agent and the Applicant, as amended, supplemented or otherwise modified from time to time, and any successor agreement thereto entered into by the Applicant and a successor Remarketing Agent.

“Standard Letter of Credit Practice” means, for the Bank, any domestic or foreign law or letter of credit practices applicable in the city in which the Bank issued the Letter of Credit. Such practices shall be (i) of banks that regularly issue letters of credit in the particular city and (ii) required or permitted under the ISP.

 

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“Stated Expiration Date” - shall have the meaning set forth in the Letter of Credit.

“Trustee” - means U.S. Bank National Association, as Trustee under the Indenture, and any successor trustee thereunder.

A RTICLE  T WO

L ETTER OF C REDIT

Section 2.1. Issuance of Letter of Credit . Upon the terms, subject to the conditions and relying upon the representations and warranties set forth in this Agreement or incorporated herein by reference, the Bank agrees to issue the Letter of Credit. The Letter of Credit shall be in the original stated amount of U.S. $76,084,932 (the “Original Stated Amount” ), which is the sum of (i) the principal amount of Bonds outstanding on the Closing Date, plus (ii) interest thereon computed as set forth in the Letter of Credit at the Cap Interest Rate for a period of forty-four (44) days.

Section 2.2. Letter of Credit Drawings . The Trustee is authorized to make drawings under the Letter of Credit in ac


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