Exhibit 3.1
AMENDMENT NO. 1 TO
EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
NUSTAR ENERGY L.P.
This AMENDMENT NO. 1, dated as of January 22, 2024 (this “Amendment”), to the Eighth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of NuStar Energy L.P. (the “Partnership”) is hereby adopted by Riverwalk Logistics, L.P., a Delaware limited partnership (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.
WHEREAS, the Partnership, the General Partner, NuStar GP, LLC, Sunoco LP, Sunoco GP LLC and Saturn Merger Sub, LLC entered into an Agreement and Plan of Merger of even date herewith (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “Sunoco Merger Agreement”);
WHEREAS, the Sunoco Merger Agreement provides, among other things, that the holders of Common Units are third party beneficiaries of certain provisions in the Sunoco Merger Agreement and have the right to enforce such third party beneficiary rights; however, as a condition to their ability to enforce such rights prior to the closing of the transactions contemplated by the Merger Agreement (the “Sunoco Enforcement Condition”), the holders of Common Units are required to appoint an agent to act on their behalf, which agent shall be entitled to enforce such rights and recover remedies, damages or other amounts on their behalf;
WHEREAS, the General Partner desires to amend the Partnership Agreement to designate the Partnership as the agent for holders of Common Units to seek remedies, damages or other amounts on behalf of the holders of Common Units under the Sunoco Merger Agreement prior to the closing of the transactions contemplated by the Merger Agreement in order to ensure that the Sunoco Enforcement Condition is satisfied; and
WHEREAS, the General Partner has determined in its discretion that this Amendment does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect and that, therefore, pursuant to Section 13.1(d)(i) of the Partnership Agreement, this Amendment to the Partnership Agreement does not require the approval of any Limited Partner and may be adopted solely by the General Partner.
NOW THEREFORE, the General Partner hereby adopts this Amendment and amends the Partnership Agreement as follows:
Section 1. Amendment. The Partnership Agreement is hereby amended to insert a new Section 14.6 at the end of Article XIV of the Partnership Agreement which reads as follows:
SECTION 14.6 Sole and Exclusive Agent. Notwithstanding anything to the contrary in the foregoing Article XIV or otherwise in this Agreement, to the fullest extent permitted by law, (a) the Partnership is hereby designated as the sole and exclusive agent of the holders of Common Units prior to the closing of the transactions contemplated by the Merger Agreement, with the right, on behalf of such
