more than 50% of the Voting Stock of us, our general partner, NuStar Energy, NuStar Energys general partner or the general partner of NuStar Energys general partner, in each case
measured by voting power rather than number of shares, units or the like, which occurrence is followed by a Ratings Decline within 60 days thereafter.
Notwithstanding the preceding, our or NuStar Energys conversion from a limited partnership to a corporation, limited liability company or other form of entity or an exchange of all of the
outstanding limited partnership interests for capital stock in a corporation, for member interests in a limited liability company or for Equity Interests in such other form of entity shall not constitute a Change of Control, so long as following
such conversion or exchange, the NuStar Group Beneficially Owns, directly or indirectly, in the aggregate more than 50% of the Voting Stock of such entity, or continues to Beneficially Own, directly or indirectly, a sufficient percentage of Voting
Stock of such entity to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity.
Equity Interests
means:
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(1)
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in the case of a corporation, corporate stock;
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(2)
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in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;
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(3)
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in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited);
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(4)
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any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of
assets of, the issuer; and
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(5)
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all warrants, options or other rights to acquire any of the interests described in clauses
(1)-(4)
above (but excluding any debt security that is convertible into, or exchangeable for, any of the interests described in
clauses (1)-(4)
above).
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Investment Grade Rating
means a rating equal to or higher than Baa3 (or the equivalent) by Moodys or
BBB-
(or the equivalent) by Standard & Poors.
Moodys
means Moodys Investors Service, Inc. or any successor to the rating agency business thereof.
NuStar
Group
means, collectively, NuStar GP Holdings, LLC, NuStar Energy L.P. and each person which is a direct or indirect subsidiary of NuStar GP Holdings, LLC or NuStar Energy L.P.
Rating Agency
means each of Standard & Poors and Moodys, or if Standard & Poors or
Moodys or both shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by us (as certified by a resolution of the Board of Directors of the general
partner) which shall be substituted for Standard & Poors or Moodys, or both, as the case may be.
Rating Category
means:
(1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and
(2) with respect to Moodys, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor
categories).
Ratings Decline
means a decrease in the rating of the notes by both Moodys and S&P
by one or more gradations (including gradations within Rating Categories as well as between Rating Categories). In
S-20