Exhibit 4.3
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 3, 2024 (this “Second Supplemental Indenture”), is among (i) NuStar Logistics, L.P., a Delaware limited partnership (“Logistics”), (ii) NuStar Energy L.P., a Delaware limited partnership (the “Parent Guarantor”), (iii) NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership (the “Affiliate Guarantor”), (iv) Sunoco LP, a Delaware limited partnership (“Sunoco”), and (v) Computershare Trust Company, N.A., as successor trustee (the “Trustee”) to Wells Fargo Bank, National Association. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Indenture, dated as of January 22, 2013, among Logistics, the Parent Guarantor and the Trustee (the “Base Indenture”) and the First Supplemental Indenture, dated as of January 22, 2013, among Logistics, the Parent Guarantor, the Affiliate Guarantor and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Original Indenture”);
WHEREAS, the 7.625% Fixed-to-Floating Rate Subordinated Notes due 2043 (the “Notes”) have been issued pursuant to the First Supplemental Indenture and are outstanding as of the date of this Second Supplemental Indenture;
WHEREAS, the Notes are the only series of Securities outstanding under the Original Indenture;
WHEREAS, pursuant to the Subordinated Note Assumption Agreement, dated as of May 3, 2024, by and between Sunoco and Logistics, Sunoco has assumed (without any action required by the Trustee) the Indenture Obligations, including the due and punctual payment of the principal of, premium, if any, and interest on the Notes under the Original Indenture and has agreed to indemnify Logistics and its affiliates for obligations arising from or related to the Indenture Obligations;
WHEREAS, Logistics desires for Sunoco to guarantee the Notes with the Parent Guarantor, as provided in Article XIV of the Base Indenture and Article VI of the First Supplemental Indenture, and the Affiliate Guarantor, as provided in Article VI of the First Supplemental Indenture;
WHEREAS, pursuant to Section 901 of the Base Indenture, without the consent of any Holders, the Original Indenture may be amended or supplemented; and
WHEREAS, pursuant to Section 901 of the Base Indenture, Logistics and the Parent Guarantor have requested that the Trustee join in the execution of this Second Supplemental Indenture to evidence the succession of Sunoco to Logistics and the assumption by Sunoco of the covenants of Logistics under the Original Indenture and in the Notes.
NOW, THEREFORE, Logistics, Sunoco, the Parent Guarantor, the Affiliate Guarantor and the Trustee hereby agree that the following provisions shall amend and supplement the Original Indenture:
