SECOND AMENDMENT TO 3-YEAR REVOLVING CREDIT AGREEMENT

Exhibit 10.01

SECOND AMENDMENT

TO

3 -YEAR REVOLVING CREDIT AGREEMENT

dated as of

December 18, 2007

among

NUSTAR GP HOLDINGS, LLC,

as Borrower ,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent ,

and

The Lenders Party Hereto

THIS SECOND AMENDMENT TO 3-YEAR REVOLVING CREDIT AGREEMENT (this “ Second Amendment ”) dated as of December 18, 2007, is among NUSTAR GP HOLDINGS, LLC , a Delaware limited liability company (the “ Borrower ”); JPMORGAN CHASE BANK, N.A. , as administrative agent (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”) for the lenders party to the Credit Agreement referred to below (collectively, the “ Lenders ”); and the undersigned Lenders.

R E C I T A L S

A.            The Borrower, the Administrative Agent and the Lenders are parties to that certain 3-Year Revolving Credit Agreement dated as of July 19, 2006 (as amended by the First Amendment to 3-Year Revolving Credit Agreement dated as of November 30, 2006, the “ Credit Agreement ”), pursuant to which the Lenders have made certain extensions of credit available to the Borrower.

B.            The Borrower has requested and the Lenders have agreed to amend certain provisions of the Credit Agreement.

C.            NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.          Defined Terms . Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all references to Sections and Schedules in this Second Amendment refer to Sections of, and Schedules to, the Credit Agreement.

(a)           The definition of “ Agreement ” is hereby amended in its entirety to read as follows:

“ Agreement ” means this 3-Year Revolving Credit Agreement, as amended by the First Amendment and the Second Amendment, as the same may be amended, modified, supplemented or restated from time to time in accordance herewith.

(b)           The definition of “ Borrower ” is hereby amended in its entirety to read as follows:

“ Borrower ” means NuStar GP Holdings, LLC, a Delaware limited liability company (formerly known as Valero GP Holdings, LLC).

(c)           The definition of “ Consolidated Debt Coverage Ratio ” is hereby amended in its entirety to read as follows:

“ Consolidated Debt Coverage Ratio ” means, for any day, the ratio of (a) all Indebtedness of the MLP and its subsidiaries (excluding the principal amount of Hybrid Equity Securities in an aggregate amount not to exceed 15% of Total Capitalization), on a consolidated basis, as of the last day of the then most recent Rolling Period over (b) Consolidated EBITDA of the MLP and its subsidiaries for such Rolling Period.

(d)           The definition of “ Consolidated EBITDA ” is hereby amended in its entirety to read as follows:

“ Consolidated EBITDA ” means, without duplication, as to the MLP and its subsidiaries, on a consolidated basis for each Rolling Period, the amount equal to Consolidated Operating Income for such period (a) plus the following to the extent deducted from Consolidated Operating Income in such period: (i) depreciation, amortization and other non-cash charges for such period (including any non-cash losses or negative adjustments under Statement of Financial Accounting Standards 133 (and any statements replacing, modifying or superseding such statement) as the result of changes in the fair market value of derivatives) and (ii) cash distributions received by the MLP and its subsidiaries from Skelly-Belvieu Pipeline Company, and similar joint ventures, during such period; (b) minus all non-cash income added to Consolidated Operating Income in such period (including any non-cash gains or positive adjustments under Statement of Financial Accounting Standards 133 (and any statements replacing, modifying or superseding such statement) as the result of changes in the fair market value of derivatives); and (c) plus any Material Project EBITDA Adjustments for such period; provided that Consolidated EBITDA shall be adjusted from time to time as necessary to give pro forma effect to acquisitions or Investments (other than Joint Venture Interests) or sales of property by the MLP and its subsidiaries permitted by the NuStar Logistics Credit Agreement.

(e)           The definition of “ Consolidated Operating Income ” is hereby amended in its entirety to read as follows:

“ Consolidated Operating Income ” means, as to the MLP and its subsidiaries on a consolidated basis for each Rolling Period, the amount equal to gross margin (including any proceeds received from business interruption insurance provided that such proceeds are received during any Rolling Period with respect to an event or events that occurred during such Rolling Period) minus operating expenses, general and administrative expenses, depreciation and amortization, and taxes other than income taxes, in each case for such period.

(f)            The definition of “ Material Agreements ” is hereby amended in its entirety to read as follows:

“ Material Agreements ” means the Limited Liability Company Agreement (Borrower) and the Partnership Agreement (MLP), as each such agreement may be amended, supplemented or otherwise modified from time to time as permitted

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hereby.

(g)           The definition of “ MLP ” is hereby amended in its entirety to read as follows:

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

(h)           The definition of “ Permitted Holder ” is hereby amended in its entirety to read as follows:

“ Permitted Holder ” means any Investment Grade Person.

(i)            The definition of “ subsidiary ” is hereby amended in its entirety to read as follows:

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise expressly indicated herein, as used herein, the words “the MLP and its subsidiaries” (or any correlative thereof) shall be deemed to mean the MLP and its “Restricted Subsidiaries” (as defined in the NuStar Logistics Credit Agreement) (or any correlative thereof).

(j)            The defi